Ben 10: Youkai Adventures
by Omarnosian10
Summary: Ben 10, a 15-year-old shape-shifting superhero, is going to face something prepared with the info that his grandfather gave him. A high school of monsters that is protected by a barrier that kills humans. Luckily, Ben isn't fully human. Read about how he handles this new life, along with some girl trouble. BenXHarem.
1. Chapter 1: Hero Meets Vampire

**Hey guys. This is the 5th crossover I made, and before you say that there is nothing original about this crossover, read it before you judge it, there are 8 differences this has.**

**Ben has all of the aliens from the original series to Omniverse, except the scanned forms.**

**Ben's Omnitrix will allow him to transform up to 2 limbs into alien limbs.**

**Every time Ben transforms into an alien that is not in the original series, except Eye Guy, I will show a flashback on how he obtained that alien form.**

**Ben will have a little personality change.**

**Ben will always wear green fingerless gloves, because it looks cool.**

**Ben's harem won't include Yukari, because they will have a sibling relationship.**

**Ben's harem might be temporary, because my profile will have a poll on Ben's permanent girlfriend.**

**Ben and Gwen discovered their Anodite bloodline when they were 13.**

**Now that everything is settled, let's move onto the story.**

**Chapter 1: Hero Meets Vampire**

**(Japan, Countryside)**

The sakura blossom road shined as Spring comes around the corner. A paved road went down the way as a mysterious bus drove through at 30 miles per hour. The wind picked up light garbage and blew it out of the road. The bus was peculiar in looks, as it uses an extra pair of wheels to drive. It's sign contains a Jack O' Lantern picture with the word STOP in the mouth. And the bus's grill on the front shapes like a toothy demonic grin.

**(Inside the Bus)**

The bus only contains two people. The driver was dressed in a professional bus driver's attire, a blue suit and hat. However, the bus driver's clothing seems torn in a few places, and it contains cobwebs and dust in the arm areas and the shoulders. The bus driver was very lanky and his posture was hunched over. The only visible features on his face are the thin brown mustache, and his mouth containing a big cigar that he uses to puff out smoke. The passenger in the back is a teenage boy at the age of fifteen years old, moderate height, Caucasian American, with short brown hair combed to the right, emerald green eyes and pale skin. His clothing covers his athletic, muscular body, making him look skinny. He was dressed in a white button up shirt with a red tie under a green jacket, along with a pair of khaki white pants and black-and-white sneakers and green fingerless gloves. He has a green duffel bag with black stripes on his right side. The most noticeable feature is that he wore a small green watch with a silver circle with a green hourglass symbol in black inside it. This boy is named Benjamin Kirby Tennyson, mostly known as Ben Tennyson. Ben had changed in the 5 years since he obtained the Omnitrix in that faithful summer. He used to be an egotistic 10-year-old boy that always fight first and ask questions never. His ego used to grow with every new alien he obtained, until the day he lost one of his personal favorite transformations, Feedback. That loss changed him for the greater good, preventing his ego from taking over and lets him think about the perfect transformation to use in a specific situation, like using Big Chill or Articguana to cool off a house fire, or XLR8 to catch bad guys in a high speed chase. The Omnitrix changed as well. It used to be a large black-and-white object that is difficult to hide, and used to make his transformations last 10 minutes. When he saved the Galvanic Mechamorphs from Malware in their first encounter, Azmuth upgraded the Omnitrix so the transformation will last 10 minutes for each birthday that passes. Because of that upgrade, Ben now can stay in Alien Form for an hour. When it upgraded itself into it's current form, it also unlocked a new function called Alien Limb Transformation, which allows him to either change a body part into one of his aliens', or gain new limbs. Take Four Arms' extra arms and Stinkfly's wings for example. When Ben used the Communication feature in the Omnitrix to inform Azmuth, he told Ben that the recalibration was his doing, because he was proud of the hero that wields his greatest creation. Azmuth also informed Ben that the Altered Limb Transformation feature was given to him so he could protect himself when the Omnitrix times out. Azmuth also informed Ben that he can only alter 2 limbs at a time, and gain new limbs 2 at a time. Ben sighed after remembering those good time before smiling at the window while watching the countryside pass him by.

_'Way to go, Ben. You're on your way to becoming a high school student.' _mentally cheered Ben before having a flashback.

_**Flashback**_

_"Japan, huh?" asked Max as Ben approaches his grandfather, who is under the Rust Bucket, making some adjustments. Max stopped and got out from under the Rust Bucket, revealing himself. He is a heavyset man with short gray hair, wearing a red Hawaiian shirt with blue jeans and brown shoes. He has some weird tastes in food, but that is a minor flaw in his personality, which is wise and heroic. If he wasn't involved in Ben's heroic life, he might've ended up like Ben 23, Ben's counterpart from a parallel universe where Grandpa either died or mysteriously disappeared. _

_"I know." answered Ben, who is now wearing blue jeans, a black T-shirt, and a green jacket with white stripes and the number 10 on it's left side. He's still wearing the black-and-white sneakers and green fingerless gloves._

_"I mean, they call me up to the office and state that I was selected for an exchange program to a school in Japan, never told me why." informed Ben._

_"That's what I want to know too, You are a bright student, but not that bright." agreed an orange-haired girl in the same age as Ben. She is Caucasian, slender and slim with the same eyes as Ben, wearing black stockings, black high heels, a gray miniskirt that ended above her knees, a white button up shirt under a blue sweater with the sleeves rolled up to the elbows. She is Gwendolyn Tennyson, mostly known as Gwen Tennyson. She is Ben's cousin, sometimes mistaken for his twin sister because they share the same birthday. She is the brains of the group. She used to be bossy and annoying when they were 10, but she grew out of her 'possessive' phase when their Grandma Verdona visited them on their 13th birthday, and discovered that she and Ben are 25% Anodite. Verdona also told them that the reason only Gwen has powers is because she has the Spark of the Anodite, which allows the holder to tap into the Anodite DNA. Verdona also explained to them what mana is when Gwen asked her, wanting to know why the Omnitrix malfunctioned when they were 10._

**(A/N: The Omnitrix Malfunction was in the movie, Ben 10: Destroy All Aliens)**

_"Well, don't be so sure. Japan is a hotbed of alien activity. It wouldn't surprise me if the Plumbers were involved with Ben's exchange." suggested Max before wiping the grease from his hands._

_"Are you sure?" pondered Ben._

_"Since when did Japan have alien activity?" asked Gwen suspiciously._

_"Japan started having alien activity in the eighties when an invasion nearly occurred." answered Max._

_"How was it possible that we missed it?" asked Ben._

_"They started small underground and gave us a chance to get them away if one of the Plumbers managed to beat their champion." answered Max._

_"Did you win?" asked Gwen, causing Max to chuckle._

_"It wasn't me. It was one of the first alien Plumbers to join. If I remember correctly, it was a Segmentasapien." answered Max._

_"What's a Segmentasapien?" asked Gwen._

_"Bloxx's race." answered Ben._

_"How do you know?" asked Gwen amazed._

_"I've been studying my forms in the Alien Life-Form Database since I unlocked Gravattack." answered Ben with a smirk. Gwen stayed shock, so she decided to change the subject._

_"So where is this school they're sending you to?" asked Gwen._

_"Some place called Youkai Academy." answered Ben as he takes out the sheet the principle gave him from his jacket._

_"Doesn't tell me where this place is, or anything else for that matter. Just where I can be picked up." added Ben._

_"For good reason, Youkai is a school for non-humans only. They are very strict about that." informed Max._

_"So it's a school for aliens?" asked Ben._

_"No. The Plumbers have been keeping an eye on it from time to time long enough to confirm that the school is for both aliens and very old non-human species. The purpose of the Academy is to teach them to live in peace with humans without finding out who they are." answered Max._

_"So what do they learn there?" asked Gwen._

_"Everything we humans do." answered Max._

_"But they also learn to interact with humans too. Lots of the students there has never seen any humans before." added Max before looking at Ben seriously._

_"Still Ben, you have to be very careful there. No one can figure out about your human DNA. They retain the authority to actually kill humans who trespass there." warned Max._

_"WHAT?!" shouted the cousins together._

_"It's one of the only places where they can be safe and learn. They have the land, so that alone gives them the authority to do so." explained Max._

_"What about my Anodite DNA? Shouldn't I count as a hybrid?" asked Ben._

_"Unfortunately, without the Spark of the Anodite, they won't believe you count as a hybrid." answered Max._

_"Don't worry, Ben. With the Omnitrix, you can convince them that you're a shape-shifter." assured Gwen as Ben sighed in relief._

_"Gwen's right. You can blend in as a Super Doppelganger since you can transform your limbs or gain limbs from your forms." added Max._

_"What's a Doppelganger?" asked Ben._

_"When you get there, you'll find out. Now if you excuse me, I have an appointment with the shower." joked Max before he entered the Rustbucket._

_**End Flashback**_

"Hey, young man." said the bus driver in a voice that would make anyone's skin crawl, which made Ben turn to him.

"So... you are going to be a freshmen in Youkai Academy, eh?" asked the bus driver.

"Um, yeah." answered Ben uncertainly.

_'So now he starts talking? Wonder what got him in the mood.' _thought Ben before shrugging.

"Then you should better prepare yourself mentally. It's not exactly a school for the faint of heart." warned the bus driver.

"Please, if you seen what I had, you wouldn't underestimate my mental health." shrugged Ben. Unknown to him, the bus driver's eyes flashed an eerie yellow before he smirked. The bus entered a dark tunnel.

**(Outside the Academy)**

Once the bus exited the tunnel, it stopped close by, allowing Ben to get off with his backpack and duffel bag in hand before he surveyed the area around him. There was a grim sky and a scraggly forest in the view of the young Tennyson. Next to him was a scarecrow-like sign which said 'Yokai Akademi', which is Japanese for Youkai Academy. The nearby forest is leafless and dead. Behind the bus is a cliff which dropped into the ocean. The scenery and the Anodite/Human hybrid's nerves weren't helped by the various spiders, snakes and bones that littered the ground. Ben shrugged before speaking.

"Not the scariest place I've been, but this is definitely in the top 10." commented Ben before the bus driver chuckled to draw his attention.

"Just be careful, kiddo." warned the bus driver before he closed the doors, and then drove off, going back to the tunnel. Ben turned to the scenery before looking at the Omnitrix.

"I can just XLR8 the rest of the way, but that wouldn't be very wise." commented Ben, remembering Grandpa's advice about relying on the Omnitrix too much. He slung the bags over his shoulders before heading toward the only building in the distance. Maybe if he was lucky he would find someone who could tell him where to go.

**(Few minutes later)**

Traveling through the landscape was a little freaky. The place had a weird aura of fear around it, and Ben didn't care about it one bit. The scariest place he had been in is that circus where he first encountered Zombozo. He knew that students might like it here so he had no reason to complain. He noticed that numerous tombstones are littering around the scenery, making him wonder if there really were that many human intruders or if they were just there for looks. He also noticed the crows around the dead trees and shrugged it off. Unfortunately, the backpack and duffel bag's weight is wearing him down, tiring him out.

"Maybe going XLR8 wasn't such a bad idea." commented Ben, regretting his earlier decision.

"Look out!" cried out a female voice in Japanese. Ben dropped his stuff and turned around to notice a bicycle barreling toward him. Ben spread his arms before catching the wheel with his hands, stopping the bicycle. Ben gritted his teeth in pain before pulling his hands back and blew on them. Good thing he kept the fingerless gloves on, otherwise he would have massive burns on them.

"I didn't think it would sting that much." commented Ben as he continues to blow his hands to weaken the pain.

"I'm sorry, are you okay?" asked a soft female voice in Japanese. Ben turned to the bike's rider to yell until he saw who it was. The bike's rider is an 15-year-old Asian girl with alabaster skin, waist-length pink hair, aquamarine eyes, and a slim and slender body figure. She has the same school uniform on her, except the khaki pants are replaced with a short green plaid skirt. The most noticeable feature is that she has around her neck a leather choker that has a silver cross hanging from it and beads connecting from the chain to the choker. Ben stared at her in complete awe at her loveliness, but snapped out of it as he continues to blow on his hands to stop the pain.

"Don't worry. The pain will eventually wear off." answered Ben, glad for those Japanese language lessons in school before realization struck him.

"Wait a minute, why did you try to run me over?" asked Ben with his arms crossed.

"I'm sorry. I'm a little anemic so I sometimes have fainting spells." answered the girl before she saw something on Ben's fingerless glove.

"Oh no, you're bleeding." warned the girl as she points at Ben's hand. Ben uncrossed his arms before he removed his fingerless glove, showing a small stain of blood on his palm.

"Must've been from stopping your bike wheel." shrugged Ben. The girl handed him a handkerchief from her jacket to help clean the wound. Ben removed his other fingerless glove before taking the handkerchief and used it to clean the blood off. When Ben finished, he turned his attention to the girl, who already got off the bike.

"Thanks for the handkerchief, miss..." paused Ben as the girl slowly approaches him with a satisfied smile, appearing to be in a trance. Ben gulped before taking a step back.

"What are you doing?" asked Ben nervously before the girl became inches away from him. The girl leaned closer to him and looked into his eyes, as if she was in a daze.

"I'm sorry. It's just that you smell so nice." answered the girl.

"Uhhh, thanks." thanked Ben nervously. The girl sighed softly before tiptoeing.

"I'm sorry, but..." paused the girl before she wrapped her arms around Ben's neck and smiled, exposinga pair of fangs.

"I'm a vampire." finished the girl before she lunged her head back.

_'Uh oh, got to think fast.' _mentally panicked Ben before his neck turned to diamond, unnoticed by the girl until she bit down on it and backed away, holding her mouth in pain before the diamond uncovered Ben's neck.

"Why did you try to suck me dry?" asked Ben angrily, inwardly glad that Azmuth upgraded the Omnitrix for him. The girl let go of her mouth as soon as the pain relieved before she looked back at him embarrassed.

"I'm so sorry. (blushes in embarrassment.) It's just that your blood smelled so nice, and I couldn't help myself. I really am sorry." apologized the girl before Ben checked the place she tried to bite before sighing in relief.

_'Good old Diamondhead cover.' _thought Ben before he mentally patted himself on the back.

"Next time you try to suck someone's blood just because it smelled nice, you have to ask first, miss..." paused Ben, remembering that he didn't get the girl's name.

"My name is Moka Akashiya." introduced the girl with a bow.

"Name's Ben Tennyson." introduced Ben with a grin.

"Or is that Tennyson Ben over here? I forget." asked Ben nervously.

"You're foreign? Where are you from?" asked Moka, surprised about this fact.

"The United States of America, more specifically in a town named Bellwood." answered Ben.

"Wait a minute, are you an actual vampire?" asked Ben nervously. Moka nodded, and was about to speak until Ben spoke again.

"Then how come you can walk in broad daylight? Don't vampires turn to ash in the sunlight?" asked Ben suspiciously.

"Don't tell me you actually believe that stuff? That's not a vampire's weakness." answered Moka.

"Sorry. Just wanted to be sure." apologized Ben. Moka looked at him nervously before speaking.

"Do you hate vampires?" asked Moka before Ben cupped his chin in a thinking pose.

"To be honest, I don't hate vampires because I never met a real one. The last one I met was a Vampire Clown who feeds on people's laughter, so I don't hate the blood sucking type, because I only thought that they exist in horror films." answered Ben, recalling his encounters with Zombozo. Moka blinked, weirded out that Vampire Clowns exist, but she shook that aside before smiling.

"Well, we do exist, and I don't think we're like anything in those horror films. I'm living proof." said Moka before she looked at him hopefully.

"Do you want to be friends?" asked Moka.

"Of course we can be friends." answered Ben with a shrug.

"Really?!" gasped Moka in delight.

"That's great! I was so worried that I wouldn't know anyone here." admitted Moka.

"Hey, at least you're in your own country. I'm a long way from home, so having a friend is something good for a guy like me." admitted Ben with a grin.

"You're right!" agreed Moka with a nod. Ben is possibly the farthest student from his hometown, so he was in as much need of a friend as she was, possibly more.

**(Youkai Academy Homeroom)**

The duo had reached the Academy in 10 minutes. They had to separate because Moka had to park her bike somewhere and he needed to get to class fast. He was glad the package the Academy sent him also included a map of the Academy grounds.

"Okay! Welcome to Youkai Academy!" cheered the teacher. Ben had to admit that if he had a teacher like this back in his hometown when he was younger, he would try to compete for the spot of 'teacher's pet'. The homeroom teacher has short light brown hair, a white spaghetti strap top and a short brown skirt. She also wears a pair of glasses and her hair is styled in cat ears. Her eyes are either closed, or extremely narrowed. To top the features off, a light brown cat's tail is sticking out from her skirt.

_'Talk about Cat Lady. I wonder what will happen if she ever meets Fasttrack or Rath.' _thought Ben before he mentally chuckled.

_'Or better yet, Wildmutt or Blitzwolfer.' _thought Ben before he inwardly shuddered.

_'Probably not a good idea to show her Ripjaws, Walkatrout, Spitter or Kickin Hawk.' _thought Ben before the teacher spoke.

"I'll be your homeroom teacher this year, Miss Nekonome!" announced the cat teacher. Ben had to admit that the cheer might be contagious, because he was feeling ready to cheer.

"As everyone guessed, this is a school for monsters! Now, like it or not, humans run the world and we have to learn to coexist with them." explained Miss Nekonome.

_'So that's what Grandpa meant by very old non-human species.' _mentally realized Ben.

"That is the purpose of Youkai Academy, to coexist with the human world." added Miss Nekonome.

"But ma'am, can't we just eat the humans? I could start with the cute girls." growled one of the male students. Ben frowned and had to resist the urge to vomit at that comment. It was guys like him that gave non-human species a bad name They were also the reason that people were afraid of aliens, monsters, mutants, demons, etc. People like the guy who spoke overestimate their own species and pick on others because of it.

"That's silly. You won't be able to find any humans here! All of the teachers and students are monsters." sighed Miss Nekonome.

_'At least no full humans.' _thought Ben, realizing that the Anodite DNA wasn't useless after all.

"Which brings us to rule number one! You are not allowed to reveal your true forms to anyone! That includes teachers, students, janitors, etc. We are here to learn how to coexist with humans so please keep your true forms a secret." advised Miss Nekonome.

_'Easy.' _thought Ben with a grin. Normally, with the time limit on the Omnitrix, he would have a problem sometimes. Since the time limit is an hour and Ben never had to stay in Alien Form for that long, pretending to be a 'Doppelganger' is going to be a walk in the park. Ben's thoughts then drifted to the vampire girl he met, Moka Akashiya.

_'I wonder if Moka is doing well in her class. She might be pretty popular in seconds.' _thought Ben before the door opened up.

"I'm sorry! I got lost after the ceremony and well... I'm sorry I'm late." apologized a familiar voice.

"That's okay, just take a seat anywhere." assured Miss Nekonome. Ben looked at the opened door and his eyes widened in shock. It was the girl he was thinking about, Moka Akashiya herself. She nodded before strolling the classroom, catching her breath, possibly because she ran around the school tirelessly. All of the boys in the room (except for Ben) seemed to drop into trances as they watch her try to find a desk.

"That bubblegum hair..." started an unknown male voice.

"Those aquamarine eyes..." continued a different male voice.

"That gorgeous body..." drooled another male voice.

"No way that's a disguise, she's just too..." paused the started voice.

"BEAUTIFUL!" cried out the collected boys. The only one who wasn't was Ben, and he covered his ears to prevent those compliments from giving him any dirty thoughts. As soon as the crowd died down, Ben uncovered his ears and weakly chuckled. Apparently Moka is going to be as popular as he thought. He never doubted Moka's popularity progress. Ben decided to be more of a friend as Moka came closer.

"Hey, Moka. I didn't expect to see you in my class." smiled Ben.

"Huh? Ben?" asked Moka as she turned to the person who addressed her. She made a huge smile when she recognized the person's face.

"Oh Ben! It's you!" announced Moka as she leaps toward him. Ben stood up from his seat and caught her shoulders, stopping her attempted hug.

"Moka, we're in the middle of class, so don't try to make a scene again, okay?" asked Ben. Moka blinked before looking around the classroom, noticing the boys sending glares toward Ben from behind, and the girls smiling at her. She looked back to Ben and nodded before sitting in a desk next to his own. Ben sat back in his chair sent his own glare toward the male students, getting them to stop their own before Miss Nekonome continued the class.

**(Youkai Academy Hallway)**

"Wow! This place is so clean!" complimented Moka as she looks around the hallway. After class, Moka had wanted to explore the school and explain to Ben how some things in Japanese school worked. She wasn't sure how much he knew about the school system in Japan so she insisted on explaining things to him. Ben was quick to learn that Moka is way stronger than she looks. Moka is also an architecture fan, because she loved the way that new and old buildings are built. Ben also learned that Moka's charm is possibly limitless because every male student they pass drop their jaws and bulge their eyes out. Thanks to Gwen and Grandpa's training, Ben could also hear their whispers. They were either gawking over how cute Moka was or were crossing their fingers and hoping that Ben and Moka aren't dating, due to their distance. Ben told Moka that he didn't want to attract too much attention due to the fact that every male student is falling for her. Moka agreed with him before they started exploring the Academy. If Grandpa Max hadn't warned him about the way some Japanese people reacted to foreigners, Ben would have to face an army of monsters, larger than Vilgax's robot army. The duo sooned stopped walking when they approached a vending machine. Ben got himself a canned smoothie while Moka got a can of tomato juice. They told each other that they loved their selected choices.

"So how do you like Youkai Academy?" asked Moka.

"It's a whole lot different from the schools where I come from. We have book lockers, not shoe lockers." answered Ben before he leaned back.

"So, do you like it?" asked Moka.

"What's not to like? Life is all about new experiences. That's what my Grandpa Max always said." answered Ben.

"You and your Grandpa must be really close." complimented Moka.

"We are. I want to be just like him. It was 5 years ago that I really began to respect him." admitted Ben.

"Why?" asked Moka curiously.

"It's a pretty long story." answered Ben, not wanting to spend the rest of the day sharing his backstory.

"You speak Japanese really well." noted Moka.

"I have Gwen to thank for that." smiled Ben.

"Gwen?" asked Moka, in a hidden angry tone.

"My cousin. We couldn't stand each other when we were kids, but we get along pretty well now." answered Ben. Moka envied Ben. He is close with his family, unlike herself. She really wished her family is like Ben's, because they sounded like good people. While they were talking, a brunette with a lip piercing came around the corner and leaned against the wall behind Moka.

"Hey, babe. Moka Akashiya, right? Man, looks like I'm not the only one who thinks you're cute." complimented the boy. The duo turned to him. Unknown to the two monsters, Ben is currently glaring at the boy.

_'That's the guy who talked about eating humans.' _mentally realized Ben.

"Uh, thanks, mister..." paused Moka, realizing she didn't get the boy's name.

"Oh, I'm sorry. The name's Saizou. I'm one of your classmates." introduced the boy with a grin.

"Oh, um, good to meet you, I suppose." said Moka nervously.

"I'm sure. By the way.." paused Saizou with a grin before he reached out and suddenly grabbed Ben by the collar of his jacket. Moka gasped in shock while Ben rolled his eyes, not impressed by the other teen's strength.

"Why is a girl like you hanging out with a complete wimp like this?" insulted Saizou. Ben is really starting to hate this guy. Ben gritted his teeth before he double-kicked Saizou in the gut, pushing him away and making him let go of Ben. Ben rubbed the wrinkles out of his jacket before glaring at Saizou.

"That was a rookie mistake, because I'm pretty sure the lady doesn't appreciate the gesture, so back off." threatened Ben.

"You want to make something of it, gaijin?" glared Saizou.

"What if I do?" replied Ben. Ben officially hated this guy now. If there's one thing in the world that he hate the most, that's bullies, because they always pick on people weaker than them. Ben had stood up for himself for years. He could stare Vilgax in the eye without even blinking. Regardless of the species, Saizou is like every other typical bully Ben had to put up with. Moka immediately got in between the glaring contest.

"I'm sorry, but we're in a hurry! Bye!" apologized Moka before she grabbed Ben's arm, dragging the protesting American away. They took refuge in one of the smaller hallways before Moka took a moment to catch her breathe and Ben tried to smooth his uniform out. Ben was also taking deep breathes to calm himself down.

"Woo! That was scary! Weren't you scared at all?" asked Moka concernly.

"Are you kidding me? Out of all the scary moments I had, that was like a raindrop in a lake." grinned Ben.

"Not to mention, bullies are what I hate the most in the world." added Ben, recalling how JT and Cash would bully him until he stood up for himself when he was 11.

"Well, that was really nice of you. Thank you!" thanked Moka.

"No problem. I would do it again in a heartbeat. No one messes with my friend and gets away with it." replied Ben, causing Moka to smile brightly.

"Still, I don't want my only friend to get in trouble." said Moka.

"How can I be your only friend? With how popular you got, I thought you would have a mob of friends." asked Ben confused. Moka giggled and took a step toward Ben with a slight blush.

"Well, I'm not that good at making friends." admitted Moka.

"Really?" asked Ben before realization struck him.

"Let me guess. The reason is because you suck blood from every person you tried to be friends with." deadpanned Ben, causing Moka to nod and chuckle nervously. They decided to drop the subject and headed toward the exit, dealing with some of Moka's fans, and Ben's so-called competition.

**(Youkai Academy Exit)**

"By the way, Ben, what kind of monster are you?" asked Moka as soon as the duo exited the building.

"Isn't that against the rules?" reminded Ben.

"Oh, I forgot! But you already know that I'm a vampire, so I thought it would be alright." replied Moka nervously.

"I'm a little more complex." said Ben, not wanting to ask her what a Doppelganger is so his cover would get blown.

"And you don't look that much like a vampire to me." added Ben.

"Oh, that's because of this seal." explained Moka before she pointed at the silver cross.

"If it gets taken off, I can get really scary." added Moka.

_'Kind of like Ghostfreak's second skin.' _mentally compared Ben, remembering his encounters with Zs'Skayr.

**(A/N: Ben discovered Ghostfreak's real name when Gwen said it in the Omniverse episode, From Hedorium to Eternity)**

"So Ben, where did you go to school anyway?" asked Moka.

"Bellwood Academy, back at my hometown." answered Ben.

"So you went to school in the human world?" asked Moka, trying to confirm his answer.

"If you mean I went to school with humans, then yes." answered Ben with a nod.

"Oh. Well I think human schools are the worst." huffed Moka.

"All through middle school, everyone ignored me. They made fun of me and told me that monsters and stuff don't exist. Eventually, I thought it would be better if I really didn't exist. I just hate humans." admitted Moka. Ben flinched for a moment, feeling like the Forever Knights shot him in the heart.

"Hey, hold on there. Some humans may be jerks but they're not all bad." defended Ben, remembering his alien allies.

"Huh? How can you be so sure that not all humans are bad?" asked Moka.

"Because I'm part human." answered Ben before he put a hand over his mouth.

"Smooth move, Tennyson." mumbled Ben sarcastically.

"Wha-? You? Human?" asked Moka in shock, ignoring that he said part. Ben nodded before turning his back and headed away from her.

"Ben?" asked Moka, still recovering from shock.

"I'll see you later." answered Ben as he disappears in the midst of the trees. Moka's shoulders slumped before her eyes looked down the ground.

**(The Academy Bus Stop)**

"Oh, just great. That was a good move, Ben. Blab out your secret in order to defend your own species." commented Ben sarcastically as he continues walking toward the bus stop. Ben stopped and looked at the bus schedule.

"The bus doesn't come in different times, but in different days?" complained Ben before he looked at the Omnitrix.

"Maybe if I go XLR8 or Fasttrack, I'll be able to return home." said Ben. Before he had a chance to activate the Omnitrix, a sudden shriek filled the air.

"MOKA!" cried out Ben, recognizing that voice.

**(The Academy Forest)**

Moka had been crying after Ben had run off. Moka had said such a horrible thing to Ben. She forgot that Ben said he is part human. Being part human or full didn't matter to Moka, because all she ever wanted was a real friend. When she heard footsteps, she spun around, expecting to see Ben, only to see Saizou.

"Hey, babe, miss me?" grinned Saizou perversely. Before Moka knew it, Saizou lunged forward and grabbed her by the arm. She shrieked and struggled against his grip, but Saizou is much stronger than her in her disguise. When Saizou pulled her deeper into the forest, he threw Moka against a few tombstones before shedding his jacket.

"Sorry." snickered Saizou before his body started to swell and his teeth sharpened.

"I can never seem to hold my disguise when I get riled up." informed Saizou. Moka trembled in fear as Saizou's body grew ridges and his muscles bulged, making Moka easily recognize his species. Saizou is really an orc, a mean creature that never bow down to anyone.

"Hey, we're all monsters here, so give me a kiss." snickered Saizou as he reaches out to Moka with his large hand.

"NOOOOOOOO!" cried out Moka in fear.

"Hey! Ugly!" insulted a voice Saizou did not want to hear. Saizou looked up and saw Ben a few yards away from him.

"Get your hands off Moka!" demanded Ben.

"Hmph! And what is some gaijin going to do about it? I heard American monsters are so weak anyway!" insulted Saizou.

"Don't believe everything you hear. Last warning, let Moka go!" threatened Ben. Saizou retaliated by picking up a tombstone and throwing it at Ben. Ben's legs turned into green grasshopper legs with a green film connecting the leg joints and legs before he jumped out of the tombstone's way. He landed between Saizou and Moka before Saizou threw another tombstone at him, forcing him to jump straight up to avoid the attack. Ben's legs turned to normal before he activated the Omnitrix and found a holographic image of a strange insectoid.

"Going hero!" shouted Ben before he pressed the dial, creating a green flash of light that forced Saizou and Moka to shield their eyes until it died down and a landing sound occurred. When they unshielded their eyes, they stared at the new figure in shock. Standing in Ben's place is a green figure that greatly resembles a mix between a grasshopper and a praying mantis with significantly large hind limbs. He has a green film connected to his leg joints and legs. He has a large green horn and wears green overalls with black stripes all over. He has the Omnitrix symbol on his stomach.

"Crashhopper!" shouted the newly transformed Ben.

_**FLASHBACK OF HOW HE OBTAINED THIS FORM**_

_The Rustbucket is currently in front of Dr. Animo and his mutant frog, in a desert._

_"You won't get away from me this time, Ben Tennyson!" gloated Dr. Animo as his frog croaks. The Rustbucket door opens to reveal a 10-year-old Ben Tennyson that is wearing a white t-shirt with a black stripe on each sleeve and on the front. On the boy's left wrist is the Omnitrix before it recalibrated. Ben stepped out of the R.V before turning to Animo with a mischievous grin._

_"Alright, Animo... " started Ben before he pressed a button on the Omnitrix, making the dial pop up._

_"It's time to go hero!" cried out Ben before he slammed the Omnitrix, creating a green flash. When the flash died down, it revealed Crashhopper, except the black is replaced with white. Ben looked at his arms in amazement._

_"Wow, another new alien? That's cool!" commented Crashhoper before the Mutant Frog leapt at him. Crashhopper closed his eyes and jumped back. When he opened his eyes, he noticed the massive distance between him and the mutant frog he made from a single leap._

_"Wow, sweet." commented Crashhopper before he leapt at the mutant frog and head-butted it away, dropping Animo in the process. Before Animo could get up, Crashhopper put a foot on his chest._

_"Face it, Animo, nobody messes with... " paused Crashhopper before he put a hand under his chin in a thinking pose, deciding what to name the new alien until he snapped his fingers._

_"Crashhopper!" finished Crashhopper before Animo groaned in defeat._

**(A/N: This took place in the ending of Ben 10: Destroy All Aliens)**

_**FLASHBACK END**_

"What the heck?!" shouted Saizou in shock. Moka gaped in complete amazement at what she is looking at. She couldn't believe that Ben was capable of changing his form like that. Then again, Ben did say that he was only part human, but she never seen this insect-based humanoid before.

"Hmph!" grunted Saizou as he turns away from Moka.

"So you aren't the wuss I took you for. Don't know what the heck you are, but I'm not going to allow you to mess with my fun." roared Saizou before he charged with his muscled arms raised. Crashhopper grinned before he leaned down and leapt at the charging orc, head-butting his gut, pushing him towards a tree. He leapt away to see Saizou get up with grunts.

"Give up yet?" asked Crashhopper with a smirk.

"No way!" answered Saizou before he charged at Crashhopper. Crashhopper jumped away, but Saizou caught his leg and threw him toward several tombstones.

"Ow!" groaned Crashhopper before he shook his head and glared at Saizou.

"Alright, time to get serious!" cried out Crashhopper.

"Ben!" cried out Moka as she dashed toward his side.

"Moka, what are you doing here? You should get away from here! This is dangerous!" warned Crashhopper.

"I don't care! I just don't want you to get hurt!" cried Moka.

"Sorry, Moka.. " started Crashhopper as he starts to get up.

"But a hero's got to do what a hero's got to do!" finished Crashhopper as he was getting up. His left hand missed it's grip, grabbing Moka's rosario instead. Oblivious to it, Crashhopper removed it cleanly.

"Huh?" blinked Crashhopper as he looks at the rosario in his hand.

"Uh-oh!" gasped Crashhopper as Moka becomes engulfed in a dark aura. Crashhopper covered his eyes from the aura and peaked through his fingers to see the transformation. What he witnessed was freaky to say the least. Her hair turned silver, and her fangs became more visible. Her body also seemed to fill out. As Moka seemed to become more aware, Crashhopper can see that her eyes had become red and slitted.

"It can't be! The aura, those red eyes, the S-Class monster! The vampire!" gasped Saizou in fear.

"Oh, you're in big trouble now!" grinned Crashhopper.

_'Yeah, definitely like Ghostfreak's second skin.' _mentally noted Crashhopper.

"Hmm, how interesting!" purred Inner Moka as she takes in the sight of Crashhopper.

"I've never seen a monster like you before. An American Monster?" asked Inner Moka.

"Well, I'm not from around here, that's for sure." answered Crashhopper.

"You want to finish what we started?" asked Crashhopper as he points at Saizou.

"Of course! I want payback for what he did to us!" answered Inner Moka as she stretches her limbs.

"This might be a decent workout." noted Inner Moka before she fake yawned.

"Now come on, orc. Didn't you want to give me a kiss?" taunted Inner Moka.

"Don't mock me!" roared Saizou before he lunged at Inner Moka. Saizou threw a punch at Inner Moka. Inner Moka reached out and stopped his punch with her palm.

"Urk!" grunted Saizou as he took a step back.

"No way!" gaped Crashhopper

"What's wrong? Didn't you want to give me a kiss?" asked Inner Moka mockingly.

"Typical. All size, no strength." insulted Inner Moka before she kicked Saizou's head, sending him through the forest until he hit a tree and fell into unconsciousness.

"Wow, she might be able to take on Vilgax without breaking a sweat." commented Crashhopper as Inner Moka approaches the fallen orc.

"Know your place." growled Inner Moka. When she heard a landing sound, she turned to see Crashhopper offering her rosario to her. She crossed her arms and slightly frowned.

"You have 10 seconds to explain what you did." threatened Inner Moka.

"Well, you see, I transformed into a-" started Crashhopper until Inner Moka interrupted.

"Not what you did in the fight. I meant your transformation. I've seen this form before on the news in the human world." interrupted Inner Moka. Crashhopper figured that she watches T.V in the human world, and learned that it's not what the people made that caused Moka to hate them, but what they did. Crashhopper sighed before slapping the Omnitrix symbol on the stomach, changing back to normal.

"When I said that I'm part human, I meant that I'm 75% human and 25% Anodite. Believe it or not, Anodites are alien energy beings." explained Ben raised his arm before pulling his sleeve to reveal the Omnitrix.

"The watch-like device I'm wearing is called the Omnitrix. Believe it or not, it's a piece of alien technology. It allows the wearer to change his/her DNA into any alien they want and use the aliens' abilities." explained Ben before Inner Moka cups her chin in a thinking pose.

"That would explain why it shares the same symbol with the other forms I've seen on the news." noted Inner Moka before Ben nodded. Inner Moka grabbed her rosario before she glared at Ben.

"Thank you for making the choice to watch over my other side. Don't screw up." warned Inner Moka before she reattached the rosario. In a pink flash, the Moka Ben knew replaced Inner Moka before she started to fall asleep. Ben caught her before sighing.

"I have the strangest friends in the universe." said Ben.

**(One hour later)**

"So all of those aliens I saw on the news were you?" asked Moka in shock. Ben and Moka are currently hanging out in a crop of tombstones. When they got there, Ben explained about how he found the Omnitrix and told her about his Anodite DNA. Ben also told her about how the Omnitrix recalibrated and how he got into the Academy.

"Yeah. I've been saving the world, sometimes the universe, ever since I was 10. The one I used is Crashhopper, one of my insect-based transformations." answered Ben.

"Can I see the others?" asked Moka curiously.

"Sorry, but it's getting late, and I don't have enough time to show you them all." answered Ben. Moka pouted before crossing her arms.

"I'll show you them tomorrow." said Ben before he walked toward his dorm. Moka waved good-bye before she walked toward her own dorm, glad that their friendship had been fixed.

**(The Next Day)**

Ben arrived at school in high spirits. While walking through the gates, he didn't notice a certain pink-haired vampire tiptoeing behind him.

"Ben!" shouted Moka as Ben turns before Moka lunges at him and then grabs onto him before biting his neck.

CHU!

"Ack!" exclaimed Ben as Moka begins to drain him. When Moka stopped, she pulled back before cupping her cheeks with a blush.

"THAT IS THE BEST BLOOD I HAVE EVER TASTED!" shouted Moka, causing Ben to sweat drop. Looks like his days in Youkai Academy won't be so boring after all.

**And done. Before you ask any questions, Ben never removed the Omnitrix. Unlike the other fanfictions, mine will show flashbacks on how he obtained the transformations instead of Omnitrix Encyclopedias. If you have any questions, ask them in the review, because starting in the next chapter, this fanfiction will have Q&amp;A sections.**


	2. Chapter 2: Battle of the Dying Races

**Hello, readers. As some of you know, this chapter and the others will have Q&amp;A sections on the top. And what do you know? We got our first 2 questions.**

**Lewamus Prime: Can Ben become Whampire to surprise Moka that an alien vampire exists?**

**Answer: Yes, but not yet, because the Omnitrix hasn't obtained Whampire's DNA yet.**

**Lewamus Prime: Can he wear a cape but just a cape, a cape keeping him from dying in the sun and is like Ghostfreak's layer skin and the cape is unbreakable?**

**Answer: No, but clothing that protects Whampire from the sun isn't a bad idea. I might make Whampire's jump suit protect him from the sun so he can be like a yokai vampire. Alright, now that this is out of the way, ON WITH THE SHOW!**

**Chapter 2: Sky Battle of the Dying Races**

**(Youkai Academy Hall)**

A week had passed since the incident involving Saizou and the rumor mill had kept spinning wild tales about it. It would appear that a demonic aura like Inner Moka's wasn't one that could be ignored. Also, Ben was said to be able to turn into a strange American monster that nobody had ever seen or heard of before. A green grasshopper monster that can jump extremely large distances and uses his hard head as a battering ram. They suspected that he'd been the one to defeat Saizou so fantastically but Ben knew the truth.

'_Someone lets his so-called pride take over once again._' thought Ben.

'_Moka was the one who finished him off_.' thought Ben. Thinking about his friend's dark side reminded Ben of Ghostfreak's alternate personality, Zs'Skayr. Even if she was completely and utterly hot, Ben knew not to mess with a woman like that. She could snap him like a twig in his human form easily. Moka is also the only person in the entire school who knew he was part human. She was also the only person who knew about the Omnitrix. It still fascinated her that a device like that existed. She is still fascinated that Ben was all those alien heroes on the news. She thought that those alien heroes were just humans in very good costumes. It made her rethink of the existence of intelligent life beyond Earth and she herself wanted to explore space after hearing of Ben's adventures in the past. Ben felt that it was a little ironic at how all the students and faculty members here were monsters disguised as humans, he was a human/alien hybrid trying to pass of as a monster who was disguised as a human. The Omnitrix could help him hide his human DNA but with so many forms to choose from he may cause a lot of confusion. Ben actually became a better wielder of the Omnitrix over the years. He found out how it worked though not as perfectly as he would've intended. He still couldn't find the Master Code which would allow him to switch into alien form at will or switch between them without needing to change back to human form. So far the Omnitrix's full potential was a mystery to him. He hadn't unlocked any new alien forms since he unlocked Gutrot. Ben eyed the students around him. Before he attended the school, he informed Azmuth about this, and Azmuth gave him the voice-command code to alter the Omnitrix's scanner, so that the only way he would obtain new DNA is if the Omnitrix came in contact with a new species. If he hadn't done that, he would've drawn a lot of suspicion.

"Ben!" shouted a familiar voice before Ben was suddenly tackled from behind by the girl he was thinking about.

"Oh, Moka!" realized Ben before he turned around to look at the girl.

"Good morning." greeted Ben.

"Good morning to you too, Ben," she smiled and then she whispered into his ear as she leaned up.

"I need your…" whispered Moka before Ben sighed.

"Go ahead and drink up." deadpanned Ben before he leaned his head so his neck could be exposed.

"Oh, thank you!" thanked Moka before biting his neck.

CHU!

She took some of his blood. She pulled away after licking her lips.

"Oh, it's as delicious as ever." complimented Moka.

"Glad you liked it." Ben deadpanned as he rubbed the spot she'd bitten.

"I feel like a juice box." muttered Ben. Ever since that day, Moka would occasionally bite Ben and drink some blood. It still hurt, even if Moka kept saying how much she enjoyed it. Whenever anyone wasn't looking at Ben, he always transformed his neck into Swampfire's to replace the lost blood with his regeneration powers. When Moka first tasted Ben's blood, she said that it tasted different than the transfusion packs she has been given. Ben theorized that the Anodite DNA might have altered his human blood like sugar.

"Oh, but it's so good. I think I might be getting addicted," confessed Moka. Ben gulped. He imagined himself being drained completely. He's just glad that Moka doesn't know about Ditto, Echo Echo or Buzzshock. If Moka has found out that Ben has duplicating aliens, she could turn Ben into a vampire all-you-can-eat buffet.

"Let's just get to class, OK." suggested Ben. Moka smiled and took his hand as they both strolled into the entrance of the building. People began to whisper as they watched the pair enter and one girl had her eyes narrowed.

**(The Academy Lake)**

Ben was walking out by the lake. He and Moka were going to eat lunch out there. Frankly, Ben wondered if Moka really needed to eat normal lunch food or if it was for the sake of disguise. Still, he wasn't going to argue eating lunch with a cute girl. The pink-haired vampire had a few things to do before she could join her friend, but Ben was more than willing to wait for her.

"As far as schools for monsters go, this place isn't so bad." commented Ben.

"Better than that prison satellite Tetrax brought me and Gwen to." admitted Ben, remembering when the Omnitrix was set in Self-Destruct Mode and Tetrax brought him and Gwen to Incarcecon to find Azmuth, and his first encounter with Myaxx, when he thought that she was Vilgax, tracking Ben down to find the Omnitrix.

"Ohhhhh," moaned a soft voice from the trees.

"Huh?" said Ben as he turned to where he had heard the voice come from. What he found was a female student stumbling out from the trees. She was wearing a variation of the student uniform with a yellow sweater vest instead of the green jacket. Her skirt was pretty short and her socks were bunched up on her legs. She had bright blue hair that was done up in a ponytail and was really cute.

"Hey!" called out Ben to the moaning girl.

"Are you okay?" asked Ben in concern.

"Ohhh, I think so," moaned the girl.

"I'm just having trouble standing up." admitted the girl.

"Oh, here then." replied Ben as he reached down.

"Let me help you up. I can help you see the school nurse." suggested Ben.

"Thank you," the girl sighing softly. She reached up and grabbed Ben's hand before allowing herself to be brought to her feet.

SMOOSH

That was before she leaned into Ben and pressed her impressive mounds into his chest. Ben blushed an atomic red as he felt her rub her assets against him. It was all he could do not to think impure thoughts at the wrong moment.

"I…I think it's my chest." sighed the girl.

"It just feels different today." admitted the girl.

'_I'll say it's different._' thought Ben with a blush before shaking his head.

'_Don't fall for it, Tennyson. She's trying to seduce you for who knows what, but don't let her know that you're onto her.' _thought Ben.

"Well…um…maybe the nurse could…um…take a look." suggested Ben

"Oh, you're so sweet." purred the girl.

"I'm Ben by the way. Ben Tennyson." introduced Ben.

"Oh, I know." smiled the girl.

"You do?" asked Ben.

"We're classmates." answered the girl before Ben snapped his fingers.

"Oh yeah. Don't you sit in the back of the class?" asked Ben.

"That's right. I thought you didn't notice since your attention is always on Moka."

"Well, she is my friend." said Ben.

"Maybe I can change that," smirked Kurumu as she looked deeply into his green eyes. Ben suddenly found himself feeling a little lightheaded.

"I'm Kurumu Kuruno. Please be gentle with me okay?" asked Kurumu seductively.

"Uhhhh," mumbled Ben, feeling lightheaded and confused.

"So." purred Kurumu as she traced lines up and down Ben's chest.

"I heard you can change into a green grasshopper monster that a few students called Crashhopper. Can you show me? Pretty please?" begged Kurumu.

"Sure." mumbled Ben in a daze. Raising the Omnitrix, he activated it. He scrolled through the alien forms that he had access to before landing on Crashhopper. Pressing down on the Omnitrix, he let the change begin.

"Crashhopper!" called the green insectoid as he appeared from the flash of light.

"Wow! I've never seen a monster like you before!" cried Kurumu in amazement. She stepped forward and ran her hands across Crashhopper's muscled legs.

"Hmmm. Your legs are so ripped and muscled too!" complimented Kurumu.

"Hey, watch it with the hands." frowned Crashhopper as he backed away.

"Using your chest was bad enough." admitted Crashhopper.

"Huh?" blinked Kurumu.

"You can think again?" asked Kurumu amazed.

"What do you mean I can think again?" frowned Crashhopper.

"Why did I change anyway? Did you try to do something?" asked Crashhopper.

"Uh…no!" answered Kurumu quickly.

"I just asked for you to show me and you did. Can't you remember?" asked Kurumu.

"Um…" groaned Crashhopper before he scratched his head.

"Well, do you still need to go to the infirmary?" asked Crashhopper. Before Kurumu could answer, a certain pink-haired vampire arrived.

"Ben!" shouted Moka.

"Oh, hey, Moka." waved Crashhopper.

"Why did you change?" asked Moka before she noticed Kurumu.

"And who are you?" asked Moka in a hidden jealousy tone.

"Oh, just passing through." answered Kurumu innocently while holding in her ire.

"Well, I gotta go." said Kurumu.

"Didn't you need to go to the infirmary?" asked Crashhopper. She was acting like she was sick just a minute ago.

"Oh, I'm feeling better. Thanks for the concern." answered Kurumu with a wink.

"Ta ta!" waved Kurumu before she started running off.

"Such a strange girl." frowned Moka suspiciously.

"So, Ben, can you change back? You know the rules." asked Moka.

"Oh, sure." answered Crashhopper. He touched the Omnitrix symbol and in a flash of green light he was back in human form.

"That was weird. I didn't remember activating the Omnitrix." said Ben as he scratched his head while looking at his Omnitrix.

"Weird." commented Ben.

**(Youkai Academy Hallway)**

"Are you feeling alright?" asked Moka as she and Ben walked through the school hallway together.

"Of course." Ben answered.

"Never better. Why?" asked Ben.

"I'm just worried." answered Moka.

"Don't be." smiled Ben reassuringly.

"I got the Omnitrix, remember?" asked Ben.

"Yes…" answered Moka. As the pair headed through the halls, they weren't aware that they were being watched. Above them, Kurumu was watching them go with a frown on her face. So Moka thought she could get Ben all to herself did she? Well, she had another thing coming.

"You, Moka Akashiya!" called out Kurumu. Both Ben and Moka stopped when they heard someone calling out to the pink-haired vampire. Both looked up to see Kurumu perched on a stair rail. Smirking, she leaped from the rail and landed on the ground. It didn't escape any male's notice (even Ben, who shortly looked down to avoid peeping) that her skirt had flipped up and revealed her panties on her way down.

"Woah! Look at that girl!" shouted an unknown male voice.

"White panties!" exclaimed a different male voice.

"She looks frail, but her boobs are huge!" complimented another male voice.

"Who knew there was another babe like Moka in the school!" finished the first male voice. Since the students have started making comments, Ben covered his ears to prevent dirty thoughts from entering his mind. Thanks to the fingerless gloves that he washed a few days ago, all he could hear were muffles. As soon as the muffles died down, Ben uncovered his ears to hear the conversation.

"My name is Kurumu Kuruno!" announced Kurumu as she pointed at Moka.

"And I'm challenging you for the title of the school beauty!" announced Kurumu. Moka blinked for a few moments in utter confusion. She was silent for a moment more before she pointed to herself.

"Me?" asked Moka confusedly.

"Yes, you!" frowned Kurumu. She stepped forward and leaned in next to Moka.

"I heard you're a vampire. Well I'm a succubus and I'm not going to lose in a contest of beauty!" shouted Kurumu.

"A succubus!"gasped Moka.

"But the rule…!" started Moka before Kurumu interrupted.

"Well I don't care!" frowned Kurumu as she backed away.

"Ever since day one the boys here have been drooling over you when they should be drooling over me! You're interfering with my master plan!" announced Kurumu.

"Master plan?" asked Ben. Ben looked to Moka who only shrugged.

"That's right! My Yokai Academy Harem Plan!" answered Kurumu.

"My plan was to seduce all the boys in school and make them my loyal servants! The problem is I can't do that when you're here taking them away, Moka Akashiya!" admitted Kurumu.

"But…but…!" sputtered Moka, trying to defend her position, but she was really at a loss for words.

"I never took girls in for the harem type." sighed Ben as he rubbed his eyes.

"Anyway, to get my revenge and defeat you, I'm going to take your American stud, Ben Tennyson!" announced Kurumu.

"What?!" gasped Moka.

"What am I? A trophy?" frowned Ben. He stepped forward and frowned at Kurumu.

"After hearing that, what makes you think I'm going anywhere with you?" asked Ben angrily.

"Oh, I can be VERY persuasive." answered Kurumu with a purr. She leaned in close and drew circles on Ben's chest. Her eyes flashed momentarily, causing Ben to get dizzy and lightheaded.

"Ben…?" questioned Moka.

"Moka." said Ben tonelessly as he turned to face Moka.

"I'm just a big juice box for you, aren't I?" asked Ben.

"No…" Moka tried to deny.

"Everyday you bite me and suck my blood. Well, I'm sick of it. Goodbye, Moka." said Ben as he hooked arms with Kurumu.

"I'm with Kurumu. She seems like a much better friend anyway. At least her species doesn't need to eat people to live." complimented Ben. Moka began tearing up and then ran off crying. Kurumu smiled victoriously. Turing to her new conquest, she snuggled up to him.

"Yes!" cheered Kurumu.

"OK, Ben, now take me somewhere where we can be alone…" requested Kurumu.

**(In an Alleyway)**

Moka sat in between two buildings and sobbed uncontrollably. Was that really all she thought Ben as? A quick meal? It couldn't be. Still, it hurt a lot when she heard Ben accuse her of that.

"_How long are you going to sit there and cry?_" suddenly spoke out a tough female voice.

"Eh?" gasped Moka. She looked down and saw her rosario was hovering with the centre glowing a blood red.

"Who…who are you?" asked Moka.

"_I am your other side._" answered the voice.

"_I am using the rosario as a medium to talk to you._" explained Inner Moka

"Ah…but…but why?" asked Moka, stunned by the shock. She had no idea that such communication was possible.

"_Because you're being deceived!_" snapped her other side.

"_That girl told you she was a succubus. They have the ability to control men through a spell called Charm. She did it right in front of you!_" informed Inner Moka.

"R-really?!" gasped Moka in shock.

"_Do you honestly think that Ben Tennyson would say something so cruel willingly?_" asked Inner Moka.

"_That girl is using her Charm to make him her servant. But that isn't the worst of it._" paused Inner Moka for dramatic effect.

"What is?" asked Moka fearfully.

"_If someone under the influence of Charm kisses the caster, they become the caster's slave for the rest of their lives._" explained Inner Moka.

"_I shudder to think what a vindictive girl like her would do with the power of the Omnitrix on her side._" admitted Inner Moka.

"Oh, no!" gasped Moka. Getting up, Moka began to make a dash for the main school building.

"Ben!" shouted Moka.

**(Youkai Academy Infirmary)**

Kurumu laughed in the infirmary, as she cheered.

"Yay! I made that wretched girl cry! I won! I won!" cheered Kurumu before eying Ben who was with her.

"And I won a stud." added Kurumu. Kurumu turned her seductive eyes on to Ben, who was sitting on a chair next to her. She couldn't help but imagine what he would be like. She had never bedded anyone yet, much less an American. She was curious as to what it would be like.

"You look sad, Ben." purred Kurumu as she put her hands on his shoulders and made him look up at her.

"I know just the way to make you feel better." assured Kurumu. Ben blinked dumbly before Kurumu pulled him closer and planted his face in the middle of her cleavage. If he was in the right state of mind, he would have been panicking at what was going on. As it was, he was just sitting there with his face buried in a girl's breasts.

"Just forget all about Moka." spoke Kurumu softly.

"I'll make you feel really good." assured Kurumu. Kurumu was about to pull Ben onto the bed to make her final move, but before she could even get her back on the bed, she felt him beginning to struggle. She tried to look him in the eye again, but he was already backing off and covering his face.

"Okay, enough!" frowned Ben.

"Just what the heck did you do to me?" asked Ben angrily.

"Wait, you mean you're not into me?" huffed Kurumu , feeling rejected.

"I put all that effort into showing you I'm ready and available!" admitted Kurumu.

"Well, someone who puts a spell on me and uses me against my friend is kind of a turn off." retorted Ben sarcastically.

"I put all that work into seducing you." growled Kurumu, obviously getting ticked off on a high level.

"Some of it was embarrassing too! And you just turn me down?!" shouted Kurumu angrily. Now something was up. Ben had an instinctual perception of danger and Kurumu was starting to radiate danger in waves. Deciding to try and get out of a bad situation, Ben attempted to calm her down.

"Hey, now just calm down." suggested Ben.

"Ooooooh!" growled Kurumu.

"If I can't take you from Moka, then I'm going to make sure she can't have you either!" shouted Kurumu angrily.

"Hey, hang on a sec!" gulped Ben as he backed away from the angry bluenette. She was reminding him too much of Gwen when she got ticked off. To Ben's shock, Kurumu sprouted a pair of bat-like wings from her back while a tail with a spade on the tip slipped out from under her skirt. Her nails had even lengthened and looked like they could cut up a lot of things. Namely Ben himself!

"Now I'm mad!" Kurumu the succubus growled.

"I really should stop being surprised by things like this." gulped Ben.

"Come here!" growled Kurumu as she lunged at Ben.

"Woah!" cried Ben as he ducked underneath the blow. Several deep gouges appeared in the wall where Kurumu had struck. Rolling to the side, Ben pulled back his sleeve and activated the Omnitrix.

"Okay, you wanna fly? Let's fly!" quipped Ben. Pulling up the alien of his choice, Ben pressed the face before a green flash occurred. Standing in Ben's place is a creature that resembles a cross between a pterodactyl and a glider. He has a beak-like mouth. A jet-pack is on his back. He has a large yellow beak, green eyes, red skin, black and green clothing on his shoulders and waist, green braces around his wrists and ankles, and yellow wings. The Omnitrix symbol is located on his left shoulder

"Astrodactyl!" squawked the alien dinosaur.

_**FLASHBACK ON HOW HE OBTAINED THIS FORM**_

_13-year-old Ben and Gwen are currently looking outside the Rustbucket window to see a missile heading straight to a city. Grandpa Max is currently driving the Rustbucket._

_"If we don't stop Animo's de-evolutionary missile, it'll mutate every animal, no matter the size, in the city and create massive chaos." warned Grandpa Max. Ben nodded before heading toward the door while activating the Omnitrix._

_"Ben, what are you doing?" asked Gwen._

_"You heard what Grandpa said. i have to save those people." answered Ben before turning the dial._

_"It's Stinkfly time!" shouted Ben before slamming the Omnitrix, creating a green flash. When the flash died down, it revealed Astrodactyl, except the green clothing is white. Ben looked over his body before face-palming.  
_

_"Not really a good time to give me a new alien, you stupid watch!" complained Astrodactyl._

_"Ben, now's not the time to complain! You need to destroy that missile!" warned Grandpa Max. Astrodactyl turned to him and nodded before opening the door._

_"What are you doing? You have no idea what this alien can do." asked Gwen. Astrodactyl turned to her with a smirk._

_"Then let's find out!" squawked Astrodactyl before he jumped out of the R.V and ran aside it. Unfortunately, the Rustbucket drove further, causing Astrodactyl to growl in anger._

_"Oh, great. Go on without me. It's not like I can get to the missile faster!" retaliated Astrodactyl sarcastically. Ironically, pterodactyl wings sprouted out of Astrodactyl's jet-pack before green energy came out from the jet-pack, allowing Astrodactyl to fly toward the missile. Astrodactyl had a surprised look on his face, but quickly changed it to a smirk. When Gwen looked out the Rustbucket front window, she noticed a green light heading toward the missile._

_"Grandpa, what is that?" asked Gwen as she points at the light. Grandpa Max pressed a few buttons on the radio before a screen rose up, revealing Astrodactyl flying toward the missile. Gwen rubbed her eyes before taking another look._

_"I've never seen Ben fly that fast!" commented Gwen._

_"You're right, Gwen. Stinkfly couldn't match that speed. Looks like Ben has another speed alien." replied Grandpa with a smirk. Meanwhile, Astrodactyl is now flying directly above the missile._

_"I sure hope this works." gulped Astrodactyl before he extended his arms toward the missile before green energy whips came out of his forearms. Astrodactyl smirked before lashing his energy whips at the missile, cutting it in half before both halves exploded. Astrodactyl smirked before he fist pumped.  
_

_"Oh, yeah. Astrodactyl, 1. Animo, 0." announced Astrodactyl before he created a sonic boom while flying to the Rustbucket._

**_FLASHBACK END_**

"EEEEHHHH!" squealed Kurumu in a fan girl way.

"Please tell me that's your true form!" begged Kurumu, causing Astrodactyl to sweat drop.

"It isn't!" said Astrodactyl nervously.

"It's just one of the only ones I have that can fly without effort!" added Astrodactyl.

"Doesn't matter." smirked Kurumu.

"That form is all I need to improve the image I have of you. Now prepare to get extinct!" quipped Kurumu.

"No way!" frowned Astrodactyl before pterodactyl wings sprouted from his jet-pack.

"You gotta catch me first!" smirked Astrodactyl before green energy came out of his jet-pack. Picking up speed, Astrodactyl crashed through the infirmary window. Kurumu growled angrily before she took flight and followed.

**(The Academy Forest)**

Both fliers were in the sky and one was diving at the other, hoping to disembowel him.

"Bwak, bwak, bwak, bwak, bwak!" laughed Astrodactyl as he puts his hands on his hips and wagged them at Kurumu.

"Get back here!" hissed Kurumu as she lunged for him again. The angry succubus lunged at Astrodactyl again, aiming to slice off his wings. Astrodactyl turned his head to see if she was on his tail and wasn't disappointed to see Kurumu. Within inches of hitting Astrodactyl's body, the alien pterodactyl zoomed into the air, avoiding the attack.

"Take this!" squawked Astrodactyl before shooting a green energy beam out of his beak. Kurumu was hit by the green energy which pushed her down towards the ground. She hit a tree, but before she could get up, a green energy rope tied her up to the tree she hit. The succubus struggled with the energy rope, but whenever she tried to cut it, her extended nails gets cut instead from the energy.

"You got to be kidding me!" complained Kurumu. Kurumu turned up to glare at the one who did this to her, instead, she saw Astrodactyl flying above her with his beak opened, revealing green energy charging and it is aimed directly at her head.

"Uh-Oh!" gulped Kurumu.

"Now, are you going to back off?" asked Astrodactyl with a frown, slightly struggling to keep the energy charged while talking.

"Um." gulped Kurumu.

"Um…yes." answered Kurumu nervously.

"Good." nodded Astrodactyl.

"Now stay still." assured Astrodactyl. When Astrodactyl raised his left arm, Kurumu noticed that the green energy rope came from Astrodactyl's forearm before the energy rope extracted from Kurumu, freeing her in the process. Astrodactyl tapped the Omnitrix symbol on his left shoulder as his body flashed green before shifting back into Ben.

"I'm flattered you want to flirt with me and all." frowned Ben before cracking his knuckles.

"But I don't appreciate being used as some sort of weapon against my friend." admitted Ben.

"Sorry." frowned Kurumu sadly. Ben sighed and pinched the bridge of his nose.

"It's no problem. Just try not to get carried away again, will ya?" asked Ben.

"Sure." answered Kurumu before smiling weakly.

"Good." nodded Ben with a grin.

"Well, see you around." said Ben. Ben waved and walked away. Kurumu watched him go for a moment before a soft smile took her face. She also adopted a soft blush on her cheeks.

"Ben!" cried out Moka. Ben looked up from where he was walking and saw Moka running towards him. She looked like she had been crying.

"Moka." blinked Ben. He was instantly in front of her with a guilty frown.

"Moka, I'm sorry about what I said. I wasn't in control of myself. Kurumu was able to brainwash me just by looking at my eyes." apologized Ben.

"It's okay. I know." smiled Moka.

"You wouldn't say things like that to me. But are you okay? That Kurumu girl is dangerous." asked Moka in concern.

"You don't need to worry about her." answered Ben.

"I don't think she's going to bother us anymore." assured Ben.

"Whew, I'm so relieved." sighed Moka happily.

"You're not the only one." nodded Ben. With such a gorgeous girl who was so free with her body, Ben would have had a hard time controlling himself. A few weeks ago he would have thanked God that such a girl was showing interest in him. Well, up until he heard about her harem plot anyway.

"Well, do you want to hang out? School is over after all." assured Moka.

"Sounds good to me." answered Ben. Moka's smile could have lit up a room. They began walking to their dorms in utter silence, until Moka decided to break it.

"How were you able to break free of Kurumu's control?" asked Moka. The duo stopped walking before they turned to each other.

"To be honest, I think it's because of my willpower that I was able to break free." answered Ben before he crossed his arms.

"And that wasn't the first time I got brainwashed." added Ben.

"Really? This has happened to you before?" asked Moka curiously. Ben nodded before speaking.

"5 years ago, a psycho hypnotist named Sublimino hypnotized me for an act at first. I was supposed to act like an alien, but instead I activated the Omnitrix. If Gwen hadn't shoved me to the back of the stage, my secret identity would be exposed. Ironically, I got out of the hypnosis state when I changed back. Gwen and Grandpa figured out that Sublimino has been using his volunteers, including me, to rob from the mall, parts for him to make a giant hypno-watch. I was able to retrieve his small one and freed everyone in the mall from his control." answered Ben before taking a deep breath. Moka nodded in understanding before they continued to the dorms.

**(The next day)**

On their way to school, Kurumu suddenly glomped Ben and pulled his face into her chest.

"Hello, darling!" greeted Kurumu. Ben's arms flailed about as his face began turning purple from suffocation and embarrassment. Moka managed to pull him away and stood between Kurumu and him.

"Leave him alone!" warned Moka.

"Oh, come on!" complained Kurumu before she rolled her eyes.

"I'm not gonna hurt him." assured Kurumu.

"Could've fooled me." muttered Moka angrily before she narrowed her eyes.

"I just came to apologize about yesterday." said Kurumu before presenting a basket.

"I even made cookies for Ben." said Kurumu.

"Hey, I like cookies." perked up Ben he eyed the cookies suspiciously.

"What's in them?" asked Ben with his arms crossed.

"Taste them and you'll find out." grinned Kurumu.

"But Ben gets the first taste." informed Kurumu. Moving around Moka, Ben took a cookie and slowly popped it into his mouth. He chewed and then smiled.

"Hey, these are great!" complimented Ben before he put the rest of the cookie in his mouth.

"Oh, thank you!" purred Kurumu. She then remembered something.

"Oh, and Ben, I want to know if you are monster or alien." added Kurumu before Ben gulped and choked on the unfinished cookie.

"W-what do you mean?" stuttered Moka while Ben hits his stomach to unchoke himself.

"Ain't that against the rules or something?" asked Moka.

"Like I care." snorted Kurumu before turning to Ben, who coughed up the cookie from his throat.

"I've seen you change into a giant green bug and then you change into my favorite alien hero. What's your secret?" asked Kurumu. Ben ignored the comment about Astrodactyl before grabbing her wrist.

"Huh?" asked Kurumu.

"Let's go find somewhere private to talk. You too, Moka." whispered Ben before he dragged Kurumu along with him as Moka followed.

**(Five minutes later)**

"So that insect monster was really an alien?" questioned Kurumu. Ben had told Kurumu about the Omnitrix and the aliens within. To say she was surprised wasn't exactly an understatement. It turned out that Kurumu only heard about Ben's flying aliens, which would explain why Astrodactyl is her personal favorite.

"Well, of course he was." answered Ben.

"That would explain why I didn't recognize him." said Kurumu thoughtfully.

"I thought the same thing." added Moka.

"But please keep this a secret." begged Moka.

"Oh, I will." said Kurumu as she hugged Ben.

"I'm glad Ben decided to share his secret with me." admitted Kurumu.

"I'm also curious about your plan, though." said Ben. The thought had been bugging him for a while.

"Why did you try to create a harem?" asked Ben.

"Oh, well, my race is dying out, you see." explained Kurumu.

"So, it's become the duty of each succubus to find a Destined One so we can repopulate. I just tried to use my Charm ability to look for him." added Kurumu before she tightened the hug.

"And I found him!" admitted Kurumu.

"Say what!?" exclaimed Ben in shock.

"That's right, honey! You're my Destined One!" exclaimed Kurumu.

"He can't be!" cried Moka, grabbing Ben's free arm.

"He is so!" frowned Kurumu as she pulled Ben back by his torso.

"We're meant to be!" added Kurumu. Ben was starting to get a headache. What had he gotten himself into now?

"No, he's mine!" shouted Moka before she lunged forward and bit his neck.

CHU!

"OW!" exclaimed Ben.

**And done. To be honest, this is my first harem fan-fiction, so I'm not much of an expert on this. Don't forget to ask questions to be publicly answered in the next chapter.**


	3. Chapter 3: Intellect Rivalry

**Omarnosian10: Hello, readers. I'm back with a new question.**

**Batrath: Can you tell which aliens Ben is not going to have?**

**Omarnosian10: That's not exactly a good question, but I didn't involve a list of aliens in the first chapter, so Ben, do you mind answering for me?**

**Ben: Alright. The aliens I don't have yet are Nanomech, Water Hazard, Terraspin, NRG, Armodrillo, Ampfibian, ChamAlien, Bullfrag and Whampire because I obtained them in the series by scanning the species' DNA.**

**Kurumu: You forgot to include Shocksquatch, because you obtained him when you met Rex in the series.**

**Omarnosian10: Kurumu, when did you get here?**

**Moka: When you started the announcement, and you left the door open.**

**Omarnosian10: I really got to stop doing that!**

**Ben: Anyway, in this chapter, Yukari will make her debut.**

**Moka: She won't talk to us until the end of the chapter.**

**Kurumu: And don't worry. She won't be in Ben's harem for long.**

**Omarnosian10: No, I'm not planning to kill her. You'll find out in this chapter. Now then... ON WITH THE SHOW!**

**Chapter 3: Intellect Rivalry**

**(Ben's dorm room)**

Ben was at his desk in his dorm room, writing a letter for his Grandpa Max. This one would be the same letter as he would be sending another one to his parents.

**(A/N: The original series episode, Goodbye and Good Riddance happened in this story, except only Ben's parents know his secret identity)**

The problem was that he wasn't sure what to write about and there was a lot to write about. After all, it wasn't everyday a kid who could change into dozens of different aliens ended up in a school of monsters. Tapping his pencil on his desk, he then started to write.

_Dear Grandpa Max._

_Thanks for telling me about Youkai Academy. You were able to get me ready for what I was going to face. And, thanks to the Omnitrix, I was able to hide my human DNA. A lot of stuff has been going on here. I've made some pretty good friends. They may be monsters, but they are good people. Their names are Moka Akashiya and Kurumu Kurono. Let's just say life is sometimes fun or embarrassing with them around. It's been interesting to say the least but I'm dealing with it like a Tennyson. You'll be proud of me, Grandpa. Oh, and tell Gwen I said hi. Hope you're both doing OK._

_From: Ben Tennyson_

Ben stretched and tapped his pencil against his chin.

"OK, now how am I gonna get this letter delivered?" asked Ben rhetorically.

**(The Academy Forest, Morning)**

A new day had arrived at Youkai Academy and Ben was just heading downstairs. He could see some of his dorm mates just waking up and some of them had accidentally assumed their true forms. One had a pig's head while another had an elongated neck. Shaking his head, Ben headed for the exit. He was thankful that his dorm room had a shower. He walked out of the dorm building and took in his surroundings.

"Still feels like I'm in the middle of a horror movie set." commented Ben before he chuckled, expecting a monster to jump out from the bushes and attack. Well, one monster particularly. Moka would definitely show up and give her one of her good morning kisses/bites. He'd seen vampires in movies and Moka was definitely not like them. He's starting to hate horror films because they don't have useful information on the monsters they showed. To Ben, she just looked like a hot and average girl with that girl-next-door charm. Kurumu, of course, would throw herself at him and suffocate him with her breasts. That would be a pervert's dream to die like that, but for Ben, it's the most embarrassing way to die. Shaking his head, Ben continued on his way to school. To most people who'd heard the rumors, Ben was in truth an American monster that resembles a cross between a praying mantis and a grasshopper with the power to jump long distances, and a stone-hard head. They didn't know the Omnitrix and it would stay that way. Only Moka and Kurumu knew and Ben trusted them. Ben walked through the gate, only to have Moka suddenly appear at his side.

"And a good morning to you, Moka!" greeted Ben.

"Good morning, Ben. May I…?" asked Moka before Ben interrupted.

"Did you skip breakfast again?" asked Ben with a raised eyebrow. Moka pouted before she crossed her arms.

"No, I didn't." answered Moka sadly.

"That's good, otherwise-" began Ben before he was glomped from behind. The softness pressing against him gave away his attacker's identity.

"Hi, Kurumu." greeted Ben before he turned his head to Kurumu.

"Hello, sweetie. So, about my offer…" purred Kurumu.

"No, I don't want to get married and I don't want to go to your room." replied Ben.

"Phooey." pouted Kurumu, reluctantly detaching herself from Ben's back and walking in stride with Moka and Ben.

"I'll get you eventually though. You can't fight fate." said Kurumu.

"Won't need to." commented Ben under his breath.

"I think they're posting the midterm results today." informed Moka, making conversation.

"How do you think you did?" asked Moka.

"Don't remind me." grimaced Kurumu.

"I'm pretty sure I'm at least in the top 15." gloated Ben before he chuckled. He had studied of course, and thanks to the Omnitrix, he can transform his brain into Grey Matter's so that he could remember the used knowledge he obtained.

"Well, I hope I do well. Do you want to go with me to see the scores later during lunch, Ben?" asked Moka.

"Uh…sure." nodded Ben before he turned to Kurumu.

"You want to come with us, Kurumu? I don't want you to be left out." asked Ben. Moka gritted her teeth in anger while Kurumu blushed before answering.

"Of course I'm going with you!" answered Kurumu quickly. She instantly latched onto Ben's arm, practically laying claim on him.

"I invited Ben, not you!" huffed Moka as she grabbed Ben's remaining arm.

"He's the one who invited me, and I'm not leaving my Destined One alone with you. You'd probably drain him dry at the first chance!" snapped Kurumu.

"I would not!" retorted Moka.

"Can we just go please?" groaned Ben. This was getting to be the usual morning for him.

**(Youkai Academy Hallway)**

Ben, Kurumu and Moka stood among the students looking at the midterm results that were posted on the wall. Ben was trying to look for his score. He hoped he did well. He didn't want to fail but he wasn't the best student. The only reason he could do his homework was because of Grey Matter or Brainstorm. His chemistry homework is only because of Gutrot. He's really glad that he obtained an alien that can help him with his chemistry, because chemistry is normally his worst subject.

"I'm number 13! Yay! I knew that extra studying paid off!" cried Moka.

"Congratulations Moka." chuckled Ben as he approaches Moka before he turned to see where he had ended up. It took him a while to recognize his name in Japanese figures, but he found it.

"Oh, yeah. Lucky number 10." cried Ben as he fist pumped.

"You're even smarter than me." said Moka encouragingly.

"200?!" screeched Kurumu from where she was looking at her test scored.

"Awwwww!" cried Kurumu.

"I guess Kurumu didn't do so well." chuckled Ben.

"I suppose not." said Moka before she sweat dropped. As they were talking, a younger girl made her way up to the test score board. She was in a brown uniform and had a small cape on her shoulders with a witch's hat on her head. Her hair was dark brown and reached down on her chin. She seemed a little nervous, but still she looked at the board.

"Yukari Sendou…number 1! Great!" smiled Yukari

"Well, well, looks like you got the top score again. Looks like you really did deserve to skip grades." said an unfamiliar voice from behind Yukari. The girl, Yukari, turned around. In front of her was a teenage boy who was in the Youkai Academy uniform. He was missing the jacket and tie though. His skin was dark, as if it was tanned, and his eyes were slightly sunken in while his hair was almost white. His two cronies were pale and had sunken eyes with greasy hair. The one on the left has red hair, and the one on the right has lavender hair. The leader also had an armband on that designated him as a class representative. He is also known as Tadashi Wanibuchi.

"Don't get a swelled head though. To me, you're just a little brat who is still stuck to mommy and daddy." hissed Tadashi. Yukari frowned. Before she could say anything, the class rep swatted her head.

"What is with your uniform anyway? I hate people who stick out!" growled Tadashi.

"Hey! Get away from her!" threatened Ben before he stepped toward Tadashi and Yukari blinked at the boy who came in her defense.

"Stay out of this, Gaijin. It's none of your business." hissed the red-head, also known as Sandisco.

**(A/N: Since the cronies don't have any names in anime or manga, I am giving them both names)**

"When someone's in trouble, I make it my business." replied Ben, reaching for his Omnitrix. He knew what to choose.

"You know what she is? A filthy little witch!" hissed the lavender-haired crony, also known as Zakory. Ben glanced at Yukari and shrugged.

"So? I got a cousin who's a witch. What's the big deal? You racist or something?" asked Ben angrily. Tadashi growled and two more boys stood behind him.

"Look like we need to show you your place." hissed Tadashi.

"Ben!" Moka called and Tadashi, Sandisco, and Zakory blinked when they saw the famous Moka Akashiya run up to the 'Gaijin'.

"What's going on?" asked Moka, taking in the scene.

"Just business as usual." answered Ben with his arms crossed and narrowed eyes.

"Well, let us in on it." said Kurumu, holding his arm. The racist trio's eyes narrowed. Even if they could beat up the 'Gaijin', he could get in trouble for beating on the Academy's most popular girls.

"Let's go. It reeks." insulted Tadashi to his cronies before they walked away. Ben watched them go, growling in annoyance. Once they were far enough, he turned to see the younger girl.

"Are you okay?" asked Ben before he uncrossed his arms.

"Is it true?" asked Yukari.

"What is?" asked Ben with a raised eyebrow, confused.

"That your cousin is a witch?" asked Yukari.

"She actually prefers the term sorceress, but pretty much." answered Ben. The small high-schooler broke out in a smile. Dashing up to Ben, she became a flurry of questions and words.

"What kind of magic does she use? Is she very good? How old is she? Think I can meet her?" asked Yukari quickly

"Woah, woah. (chuckles) Slow down there. Her name's Gwen and she's able to use Mana Manipulation, Telekinesis, and a few other spells I forgot. She's pretty darn good at it since she's been practicing for a while. She's the same age as me too, and for the last question, maybe during semester breaks." answered Ben before Yukari gasped in delight.

"Wow! That's so cool! Oh, I forgot to introduce myself. My name is Yukari Sendou. It's nice to meet you!" introduced Yukari.

"Nice to meet you too. My name's Ben Tennyson. These are my friends Moka Akashiya and Kurumu Kuruno." introduced Ben, waving to the specific people.

"I've heard of all of you. Two of the prettiest girls in the school and the American monster who doesn't belong to any known kind and is mistaken for an alien. To think I could meet you of all people!" complimented Yukari.

"Well, I know we're just that popular." smirked Kurumu as she ran her fingers proudly through her hair.

"I only meant Ben." frowned Yukari. Kurumu face faulted while Moka sweat dropped.

"Oh. I'm flattered. Say, how about we take these introductions to somewhere else? Say, a table or something?" asked Ben.

"Okay!" smiled Yukari. She grabbed Ben's hand and beamed brightly.

**(The Academy Cafeteria)**

In the cafeteria, Ben, Kurumu, and Moka learnt quite a lot about Yukari.

"So, you're a genius, huh?" asked Ben amazed.

"Sure am! The smartest girl in this school!" gloated Yukari.

_'I wonder what would happen if she meets Azmuth.' _thought Ben, mentally chuckling with the thought of Yukari meeting Azmuth.

"Well, it must be lonely without kids your own age here." noted Ben.

"It is. Especially if you're a witch." frowned Yukari sadly.

"What's wrong with that?" asked Ben.

"You wouldn't understand." replied Yukari.

"I met a few people who are sad because of their species, so you can tell me." answered Ben, remembering that Tetrax is the last Petrosapien alive, not counting his Dianondhead form.

"Well, it's because…" began Yukari but hastily changed the subject. She eyed the object on Ben's wrist and pointed at it quickly.

"Hey, what's that?" asked Yukari. Ben looked down at the Omnitrix and shrugged, used to the same question that people asked him.

"Oh, just a watch. It's nothing special." answered Ben. Moka and Kurumu sat a bit farther away.

"That girl is gonna be trouble," muttered Kurumu.

"What makes you say that?" asked Moka.

"First off, she got curious about the Omnitrix. And second, she has a crush on Ben. I can tell. Watch." suggested Kurumu.

"So, Ben, do you have a girlfriend?" asked Yukari.

"Well…" paused Ben before he rubbed his neck uncomfortably at the abrupt question. He glanced at Moka and Kurumu.

"I have friends who are girls, if that counts." answered Ben before he started drinking from his water bottle.

"Then I'm going to be your girlfriend!" Yukari proclaimed, drawing attention from the other students present and making Ben do a spit-take, unintentionally at Moka. Luckily, Moka ducked the water with a feared expression on her face, unnoticed by anyone.

"What!?" exclaimed Ben.

"What!?" shouted both Moka and Kurumu in shock.

"Oh, we'll be so perfect together, you'll see. I've fallen in love with you!" confessed Yukari.

"Hold on there! Aren't you a little too young for me?" asked Ben panicky as he waves his arms defensively.

"I'll be twelve on my next birthday. Come on, Ben. You and I are perfect for each other. We're outcasts." said Yukari.

"Outcasts? What makes you say that?" asked Ben confused.

"Um… well, you see…" paused Yukari before she got up and ran.

"I gotta go!" shouted Yukari.

"Weird girl." mumbled Ben, Moka and Kurumu.

**(The Academy Hallway)**

It wasn't to be the last of Yukari Sendou that Ben, Kurumu, and Moka would see. Wherever Ben went, Yukari was always there. She would grip Ben's arm and chatter with him over anything and everything. She would even cling to Ben's back and get lifts, sometimes unnoticed by Ben, due to her weight. She wanted to know everything about his 'true form'. Where it came from, what it was called and what it could do. She had tried to look him up in the books she brought from home, but nothing matched the description of Crashhopper.

"It's a secret. I can't tell you." sighed Ben after the latest round of questions. He, Moka, Kurumu, and Yukari were all heading down the halls.

"That's what you said last time. Why can't you tell me?" asked Yukari with a pout.

"Because it's against the rules." answered Ben.

"But I told you I was a witch! You could tell me what you are!" pleaded Yukari.

"I said it's a secret." answered Ben firmly.

"It has something to do with your watch, doesn't it?" asked Yukari as she reaches for Ben's watch.

"Don't touch that! It has sentimental value to me!" cried Ben as he whipped his arm away.

"But-!" started Yukari trying to argue.

"He said no! Now leave us alone!" huffed Kurumu, getting tired of the little kid hounding her Destined One.

"You can't make me!" frowned Yukari.

"Watch me!" growled Kurumu as she stomped towards Yukari to teach her a lesson. The small witch in question reached behind her back and pulled out a pink wand that had a heart on the top with a blue crystal in the center.

"Hah!" cried Yukari as a burst of light came from the wand. For a few seconds, nothing seemed to happen before a large pail dropped from out of nowhere and hit Kurumu on the head. The succubus went down in a heap with the pail vanishing in a puff of smoke.

"Oooooooog." groaned Kurumu.

"Hey, are you okay, Kurumu?" asked Ben concerned as he ran to check on his friend. Unnoticed by them, Moka is gritting her teeth in jealousy due to the affection that Ben is giving Kurumu.

"Ha ha ha! I showed you!" laughed Yukari as she skipped on the spot. Ben helped the groaning succubus back to her feet.

"Kurumu, are you okay?" asked Ben concerned. Kurumu groaned before speaking.

"Ow, my head. Darn brat." muttered Kurumu. Frowning, Ben walked over to Yukari and snatched her wand away.

"Hey! Give that back!" demanded Yukari.

"My Grandpa Max always said you should use your gifts responsibly. That wasn't a responsible use of your gift." explained Ben.

"But she's trying to take you away from me! I have to protect you!" reasoned Yukari.

"Kurumu's my friend, just like Moka is. You? I'm not so sure." said Ben. He then returned her wand.

"Now, I want you to apologize to Kurumu for what you did." demanded Ben.

"I thought you were different." mumbled Yukari with her head down.

"Huh?" asked Ben confused.

"I hate you!" shouted Yukari before she waved her wand and this time another pail came above Ben. Going with his instincts, Ben sidestepped, allowing the falling bucket to miss him by a few inches. Yukari then ran off in the opposite direction.

"What is her deal?" growled Ben with his arms crossed.

**(Empty Academy Classroom)**

"Border beings?" repeated Ben.

"Witches are considered outcasts since they are neither human nor monster. In fact, Yukari's being harassed by her classmates because of that. It's worse because she's a lot smarter than them and she's only 11." informed Kurumu.

"So…that's what she meant." mumbled Ben, remembering what Yukari had said about them being outcasts. She must have meant since he was a foreigner, he knew what it meant to be outside the group in that case. Not to mention that she thought that Crashhopper is a monster mistaken for an alien, like how witches are sometimes mistaken for humans.

"She sometimes plays pranks to get back at her classmates." added Kurumu.

"Must be lonely." stated Moka, understanding how it felt to be an outcast herself.

"Okay, now we have to go find her. Where do you go when you want to be alone out here so you can mend hurt feelings?" asked Ben rhetorically.

"There's plenty of space in the woods." suggested Kurumu.

"Let's try there then. You shouldn't be alone for this kind of thing, especially when you've been alone as long as Yukari has." sighed Ben before the trio ran out.

**(Behind Youkai Academy)**

Yukari sniffled as she ran. She was so sure that she and Ben would understand each other. She was the little witch and he was the American boy in the Japanese school. He even had a witch for a cousin so he should have been more understanding of her situation. Instead, he scolded her when she tried to make sure they stayed together. Dashing alone the back of the school, she collided with a body. Shaking her head, she looked up to see who had collided with. Her eyes widened and her heart sank when she saw Tadashi's face.

"Well, well, look at what we have here. Now we have our little witch all alone. We also know you revealed your true form to the Gaijin and his friends. You know that's against the rules!" stated Tadashi while Sandisco and Zakory chuckle.

"Uh…uh..." gulped Yukari.

"Well, we'll just have to exact punishment for this. Follow me." smirked Tasisha before he grabbed Yukari's arm.

"Nooooo! Let me go!" cried Yukari as she struggled against the strong grip.

**(The Academy Forest)**

"You'd think that since the trees are so thick we'd see farther." commented Ben as he, Moka, and Kurumu tried to search for Yukari.

"Yeah! That brat had better appreciate us helping her like this." huffed Kurumu.

"Kurumu! A little sensitivity please! Yukari-chan's feelings are hurt badly!" scolded Moka.

"I really didn't help things. Me and my big mouth. I should have tried to understand her better." frowned Ben before he snapped his fingers.

"Hm…I think I figured out a way to track her." assured Ben before orange fur grew on his head, covering it, except for his mouth, which grew fangs. Three gill-like nostrils are located on each side of his neck. Moka and Kurumu gasp at this before Ben sniffed the air, searching for Yukari's scent. When he found it, his head changed to normal before he turned to the girls.

"I found Yukari's scent." assured Ben before he noticed that the girls have their eyes wide and their mouth dropped.

"Uh, are you two okay?" asked Ben concern, not knowing that he is the cause of their reactions. Kurumu recovered from her shock first and shook her head.

"How did you change your head without even touching the Omnitrix?" asked Kurumu amazed before Moka recovered from her shock. Ben scratched the back of his head sheepishly before speaking.

"I forgot to mention that the Omnitrix has a function that allows me to change my body parts into my aliens'." answered Ben.

"So that's how you avoided Saizou's tombstone throw." realized Moka. Ben nodded before he transformed his head into Wildmutt's as the girls follow him to the deep woods.

**(The Academy Pond)**

"Ow!" cried Yukari as she was thrown against a tree.

"You don't know how long I've been waiting for this." hissed Tadashi as he cracked his knuckles.

"A little freak like you has no place here!" insulted Tadashi. Before Yukari's terrified eyes, the skin of the three boys turned to scales as their faces became reptile-like. Their hands turned to claws while their eyes turned yellow and slitted. Yukari recognized what these three were. They were Lizardmen!

"Now what do we do to you?" growled Tadashi.

"Back off!" cried Yukari as she drew her wand. Before she could complete her spell, the Class rep grabbed the wand and chomped the top off.

"Oh, I'm sorry. Did I break your little toy? Whoops! Now where were we?" laughed Tadashi.

"Hey boss! Let's eat her!" hissed Sandisco.

"Good idea. I'll bite her head off! Bet her brains alone will be filling!" laughed Tadashi before he leapt forward with his jaws wide open. Yukari could see every single one of his sharp teeth and the back of his throat. Yukari couldn't hold back and she screamed in terror.

"ROOOOAAAAAAARRR!" a beastly roar bellowed. The Class Rep was suddenly tackled by an orange beast-headed figure. Yukari and the other two Lizardmen could only watch as the Class Rep and the figure were in the midst of a snarling and bellowing grudge match. After a couple moments of fighting, the two combatants separated. The Wildmutt-headed figure retreated to stand in front of Yukari while the Lizardmen regrouped.

"Yukari!" cried Moka, appearing on the scene with Kurumu behind her.

"Moka? Kurumu? Where's Ben?" gasped Yukari. The Wildmutt-headed figure release a growl before his head returned into the form of Ben Tennyson. He had a solid glare trained on the three Lizardmen who looked ready to kill.

"Get out of our way!" growled Tadashi at the group of two girls and one boy who were defending the little witch who so richly deserved punishment by him.

"Fat chance. I'm not going to let some punks beat up a young girl, even if she's a witch." growled Ben.

"Ben?" asked Yukari with some surprise. He was coming to her defense even after all the things she had done? Even after how he had scolded her at school? Furthermore, how did he change his head into that orange monster's? Wasn't his true form a green preying mantis/grasshopper monster?

"And what do you think you can do about it?" hissed Tadashi.

"Turn you into cooked lizard!" frowned Ben as he revealed the Omnitrix. Activating it, he scrolled to the image of the perfect form for this situation. Pressing down the face, a green flash occurred. When the flash died down, everyone gasped at the sight. Standing in Ben's place is a light brown crab with an enlarged head, black stripes on the smooth pincers, miniature spikes around the head, gritted teeth, six legs, green eyes and a silver neck brace with a black stripe in the middle that has the Omnitrix symbol.

"Brainstorm!" shouted the Cerebrocrustacean in a British accent as he snaps his pincers.

_**FLASHBACK ON HOW HE OBTAINED THIS ALIEN**_

_12-year-old Ben and Gwen are currently in front of a control panel, connected to the power plant, which has been set to overload due to it's extending amount of electricity. Gwen is currently trying to hack the controls before she hit it in anger._

_"It's no use. I can't hack the system. Maybe Grey Matter can hack it." suggested Gwen before Ben nodded and activated the Omnitrix. He slammed it down and transformed into Brainstorm, except the eyes are yellow, his upper arms are completely black, the spikes are black, and instead of a neck brace, he is wearing black and white pants completely covering his six legs. Brainstorm walked to the panel, unfazed by the mistransformation while Gwen face-palmed._

_"Ben, what are you doing? We need Grey Matter, not some sea food!" said Gwen while Brainstorm typed some keys in the panel._

_"Forgive me, Miss Gwendolyn, but this form turns Grey Matter into an unnecessary asset since I now have the correct capable knowledge of preventing the upcoming incident from occurring." explained Brainstorm in a British accent, surprising Gwen by using big words that Ben normally couldn't understand. The bar on the panel slowly dropped, meaning that the power plant won't overload. Unnoticed by them, a ball of electricity is forming between two electrical towers._

_"Miss Gwendolyn, I would suggest that you should lessen the distance between you and I for extra protection." suggested Brainstorm. Before Gwen could ask why, Brainstorm's skull plate opened, revealing his massive brain before a field of lightning surrounded them and the panel. Suddenly, the ball of electricity fired at them, but couldn't reach the target due to the electrical shield. The shield disappeared before Brainstorm turned from the panel with a smirk._

_"Good brainstorming there, Ben!" complimented Gwen before Brainstorm put a pincer under his chin._

_"Gwendolyn, you have just given me the correct choice for this alien's name. It shall be known as... Brainstorm." said Brainstorm with his arms crossed._

**_END_** _**FLASHBACK**_

"EEEEEHHHH!" squealed Yukari as she took in the sight of Brainstorm.

"What the-?! Just what the heck are you?!" gasped Zakory in shock.

"Your newest intellectual rival! And you three reptilian scum are no match for my brilliant mind!" smirked Brainstorm before he opened his skull plates, making everyone looking at it green with disgust as it revealed his massive brain. Suddenly, lightning shot out from the brain and fired at the Lizardmen. None of them could move quickly enough before being shocked by the lightning blast. They cried in pain as they were fired to the sides and over the ground. Closing his skull plates, Brainstorm snapped his pincers repeated as he walked toward the shocked Lizardmen.

"Is mercy necessary for you reptilian scum?" smirked Brainstorm.

"Not even close!" growled Tadashi as he and his buddies got back to their feet and recovered from the shock.

"I dare you to try that again!" dared Tadashi before Brainstorm opened his skull plates and sighed sadly.

"You unworthy students always choose the difficult direction!" commented Brainstorm while he continued walking towards the three Lizardmen. Zakory charged with a snarling mouth fool of teeth. His claws were raised and ready to cut him open. Leaping forward, he slashed at Brainstorm. The Cerebrocrustacean simply created an electrical field as the Lizardman's claws scraped across the yellow electricity, shocking him upon impact.

"Aaugh!" cried Zakory as his reptilian skin darkens from the electrical shock.

"Oops, it appears that your reptilian DNA isn't very resistant to my electrokinesis. Allow me to SHOCK you!" mockingly grinned Brainstorm. Rearing back his pincer, Brainstorm caught Zakory's snout. Electricity surrounded Zakory as Brainstorm tossed him. Zakory flew back with a resounding static and landed at the feet of his boss and fellow minion. Suddenly, a storm cloud appeared directly above the three Lizardmen.

"It appears that there will be horrible weather approaching, and you reptilian scum are in the right position!" chuckled Brainstorm before he blasted lightning toward the storm cloud. The storm cloud crackled with electricity before lightning fell toward the three Lizardmen.

"Ahhh!" cried the three Lizardmen before they ran out from under the lightning, barely dodging it by an inch.

"I may have made a slight miscalculation on your recovery." grumbled Brainstorm as his skull plates closed.

"Ben!" cried Moka as she ran over to the rising alien.

"Ben…I want to fight too!" insisted Moka.

"Are you sure? You do know that your assistance is completely unnecessary." asked Brainstorm before Moka nodded.

"Me too! I may not like the kid, but I don't like guys who would hurt people for no reason." frowned Kurumu, entering her succubus form.

"Although your assistance is unnecessary, your assistance is very much appreciated." nodded Brainstorm. He reached over and gently took Moka's rosario into his pincer. He then tugged the rosario off, unsealing Moka's true form. The Lizardmen shivered as they felt the rise of demonic power. Inner Moka's appearance was both sexy and intimidating. Her crimson eyes gazed arrogantly at the three Lizardmen before she turned her attention towards Brainstorm.

"Once again, Ben Tennyson, you are full of surprises." complimented Inner Moka.

"My intelligent mind aims to please, Miss Akashiya. Now I may suggest teaching these reptilian scum why they shouldn't gang up on considerably young girls because of their jealousy for intelligence!" smirked Brainstorm before he levitated into the air and surrounded himself in a ball of electricity and rolled toward the Lizardmen. Moka ran alongside the alien as Kurumu flew through the air. Brainstorm opened his skull plates (now making Inner Moka green since she never saw this) and fired a bolt of lightning at Sandisco and blasted him into the ground, creating a crater as Kurumu showed that her claws were decorative as she slashed Zakory with her claws repeatedly before using a roundhouse to finally put him down. Looking up, she could see a storm cloud crackling with electricity and saw lightning dropping in and she flew out of the way for it to electrify Zakory. Inner Moka was left to face off Tadashi.

"Pretty pathetic. Ganging up on a child just because she is smarter than all three of you combined. You must be weak if you need three of you to bully one little girl." snorted Inner Moka.

"You imbecile! I'LL RIP YOU APART!" hissed Tadashi before charging at Moka-sama with his claws. He didn't get to do what he intended as Moka-sama drew back her leg before swinging it.

"Know you place!" announced Inner Moka. The impact hit with a crack and sent the Lizardman flying into several trees. He groaned in pain when he stopped but when he looked ahead his eyes widened in horror when he noticed Brainstorm (now out of the electrical sphere) , Kurumu and Inner Moka standing in front of him.

"Hey, Ben, how much electrical power does this form have?" asked Kurumu as she stood in front of the vampire and Cerebrocrustacean before she reared back her left claw. Brainstorm smirked before answering.

"I've never had the opportunity to discover this form's maximum electrical capacity, but I'm quite sure that I have more power than the amount required." said Brainstorm before he fired electricity at Kurumu's left claw. Kurumu aimed her right claw at Tadashi, and suddenly, the electricity traveled between her left claw and her right claw before she lunged toward Tadashi and swiped her electrified claws at Tadashi, who could only scream as the electricity and the blades put him into unconsciousness.

"Ha!" laughed Kurumu as she flies away from the strike.

"How do you know that your succubus nails can conduct electricity without receiving any pain in the process?" asked Brainstorm amazed before he closed his skull plates. Kurumu exited her succubus form before she sheepishly scratching her cheek.

"To be honest, I never tried that before." admitted Kurumu, making Inner Moka face fault. Brainstorm walked toward Kurumu and put a pincer on her shoulder, making her look at Brainstorm.

"That was a brave choice you made, Miss Kuruno. Sacrificing your physical health for others. You are a worthy heroine in my opinion." admitted Brainstorm, making Kurumu blush and Inner Moka grit her teeth in jealousy. After all was said and done, the trio walked up to Yukari before Brainstorm tapped the Omnitrix symbol and flashed green before turning back to Ben. Inner Moka sent a glare at Kurumu, unnoticed by anyone before she retrieved her rosario. Clicking it back into place, she returned to her gentle outer Moka persona. She stumbled slightly, but managed to remain conscious.

"Wh…why? Why did you come and help me?" asked Yukari.

"Are you dumb or something? We may not have gotten off on the right foot, but that doesn't mean we can't be friends." sighed Kurumu.

"Yeah. I am pretty much the odd guy out being American out here. I really wouldn't mind being friends again. I thought we got along pretty well." smiled Ben.

"No one should have to be alone all the time." smiled Moka weakly. Yukari blinked, then started sniffling, then broke out crying loudly. Moka was quick to react as she wrapped Yukari up in a hug. The tiny witch continued to cry loudly. She was so happy at this point. She wouldn't be alone or lonely anymore. She finally had friends who liked her.

"Ben, what are you and what is that watch?" asked Yukari.

**(The Academy Forest)**

Sitting in a circle, Ben once again had to explain what the Omnitrix was.

"And it allows me to access the genetic code of various aliens and adopt their forms and use their abilities whenever I need them," finally finished Ben before he took a deep breath. It had taken him a good 15 minutes to explain the complexities of the Omnitrix to Yukari, or at least an abridged version of it.

"So, you're human?" responded Yukari.

"Actually, I'm 3/4 human and 1/4 Anodite, but without the Spark of the Anodite, I can't access my Anodite DNA. But with the Omnitrix I can hide my human DNA." shrugged Ben.

"So that's how you got through the barrier." noted Yukari, making Moka and Kurumu glare at her while Ben looked at her confused.

"What barrier?" asked Ben confused. Moka sighed sadly before she turned to Ben.

"I guess we forgot to tell you. There is a barrier around the school that kills humans when they come in contact with it. Since you're not completely human, you were able to pass the barrier safely." answered Moka before Kurumu crossed her fingers and closed her eyes, along with Moka, waiting for Ben's unleashed yelling. They were surprised when they heard a shrug and quickly undid their actions to see Ben with his arms crossed.

"I owed you from not telling you about the Alien Limb Transformation function, so now we're even." said Ben calmly.

"You mean you're not mad?" asked Kurumu amazed.

"Don't get me wrong though. I am disappointed that only my father's side of the family can visit the school, since most of them are part Anodite, but I'm glad you told me. If you hadn't and I asked one of my pure human relatives to visit, they would die and it would be my fault for not trying to find out." answered Ben, making the three girls feel sympathy for him. Ben's pure human side of the family can't visit while Ben's alien/human side of the family can.

"Anyway, Yukari, you must swear to never tell anyone. It's for his safety." warned Moka, changing the subject.

"Don't worry. I owe Ben my life. Of course I'll keep it a secret." beamed Yukari.

"But rumors are gonna spread." pointed out Kurumu.

"Let them. They will just confirm I'm not human." said Ben.

"That's right. You can pretend to be a Super Doppleganger, a shape-shifting monster." explained Yukari.

_'So that's why Grandpa suggested that.' _mentally realized Ben.

"I've seen a few alien heroes on the news, so does that mean you can turn into Upgrade, Grey Matter, Clockwork, Atomix and Jury Rigg?" asked Yukari with stars in her eyes.

"Yes, and a lot more." said Ben as he activated the Omnitrix.

**(Youkai Academy, Two Days Later)**

It was a couple of days since the incident with Yukari and the Lizardmen. Presently, Moka and Ben were carrying boxes to their classroom for Miss Nekonome.

"So Yukari is getting along with her class now?" asked Ben curiously.

"Yes. She apologized for pulling so many pranks on her classmates and she's been doing better." smiled Moka happily.

"That's good. At least she won't be bullied anymore. We probably took care of that." nodded Ben.

"Hmm." smiled Moka.

"MOKA!" a young voice called in an angry tone.

"Huh?" Both vampire and human turned to see who was calling for Moka. To their surprise, Yukari was stomping towards them before she pressed herself between them.

"Did you try to drink his blood today?!" asked Yukari angrily as she turned to Moka.

"HUH!?" exclaimed Moka, dumbfounded by Yukari's anger.

"Only once because I skipped breakfast." answered Moka honestly before a frying pan appeared in mid-air and smacked Moka on the cheek before it vanished in a puff of smoke.

"If you ever want to date Ben, you should stop skipping breakfast on purpose." suggested Yukari.

"What do you mean?" asked Moka nervously.

"When you, Ben and Kurumu saved me, I realized that Ben's too good for me. However, that doesn't mean you two can either until you break your habits of slowly killing Ben without realizing it." shouted Yukari.

"What do you mean? I never tried to kill Ben." replied Moka.

"You're a vampire, so you sometimes treat him as a blood bank, and you can kill Ben if you suck his blood. And let's not forget Kurumu. She can kill Ben if she keeps his head in her boobs for too long, so unless you stop doing that, you're not allowed to date Ben." explained Yukari, making Ben sigh in relief that she is only protecting him like a sister.

It seemed like another day at Youkai Academy.

**Omarnosian10: Alright, done with this chapter. Yukari, tell the readers how you feel about this.**

**Yukari: This is very original, making me and Ben have a sibling relationship.**

**Ben: Not to mention, someone who can protect me from suffocation and blood loss.**

**Yukari: Thank you, Ben.**

**Ben: No problem.**

**Moka: So who is Yukari's love interest?**

**Omarnosian10: Actually, she won't have a love interest until the girls break their habits and they give her dating advice later.**

**Kurumu: So you're going to make Yukari lonely?**

**Omarnosian10: Actually, I don't know who to make Yukari's love interest.**

**Moka: Maybe you can make an OC for Yukari.**

**Kurumu: That's a good idea.**

**Omarnosian10: Alright, I have a challenge for you readers. The challenge is to PM me an 11-year-old OC for Yukari. Whoever has the best idea will have his/her name posted on the chapter the OC will come in.**

**Yukari: See you next time.**


	4. Chapter 4: The Freaky Duo

**Omarnosian10: Hello readers. Let's answer a question from the last chapter.**

**Lewamus Prime: Can Ben go ultimate on his aliens? And if my OC is accepted or not when is he going to appear?**

**Ben: To answer your first question, not yet. The Omnitrix doesn't have an evolutionary function, and I won't gain the Ultimatrix for the first season of R+V Anime. As for the second on-**

**Yukari: DRUM ROLL PLEASE!**

**Moka: Yukari, none of us knows how to play drums.**

**Yukari: IT'S A METAPHOR!**

**Kurumu: Yeah, Moka, your gullibliness could kill you someday.**

**Omarnosian10: Which will be proven in this chapter. ON WITH THE SHOW!**

**Chapter 4: The Freaky Duo**

**(Ben's Dorm Room)**

"And that's how it's done." finished Ben. Since Kurumu, Moka and Ben shared the same class schedule, they would do homework together. As usual, Kurumu never took her schoolwork seriously, seeing school as more of a social event than an academic one. She was only interested in Ben, so he used this to his advantage to help her with her homework. Even Yukari was present to lend a hand while also bragging about her intelligence. They were all in the human/anodite hybrid's dorm room sitting around a table doing math homework. Kurumu now was even more confused. She couldn't understand a thing and it didn't help when an alien was trying to explain things to her in technical terms. Yes, Ben the form of Grey Matter. He mostly used this form for homework, along with Brainstorm and Gutrot. Grey Matter was a tiny alien who was only six inches tall. He had a large head with bulbous green eyes. His pupils were rectangular and horizontal. His hands and feet had three digits each. He was wearing a white bodysuit with a black stripe in the middle and the Omnitrix symbol was on his chest.

**(A/N: I'm not showing Grey Matter's flashback because he first used it in the second episode of the original series, and Grey Matter's current appearance is found in the Ben 10: Ultimate Alien Theme)**

Yukari was the only one who could really get the terms he was talking in. Moka had an inkling of it, but it still went over her head. Kurumu was completely lost. When they asked why Ben didn't turn into Brainstorm instead, Ben told them that Brainstorm could barely hold his homework for at least 3 seconds, due to his pincers. The girls dropped the subject in understanding, and Yukari made Grey Matter sign an autograph to one of her spell-books since Grey Matter is one of her personal favorite aliens.

"Wow! I never thought of doing the problem that way!" gasped Yukari in delight.

"Well, I have been using this alien for 5 years, so I'm pretty much known for using other methods." grinned Grey Matter.

"I'll never get this." moaned Kurumu sadly.

"Don't say that. Anyone can get this if they think about it in the right way." suggested Grey Matter.

"That's true. I try to think of it as something fun. That helped me when I was having troubles with some things." smiled Moka.

"Right. And just what am I supposed to think of that makes MATH fun?" pouted Kurumu. Hefting his pencil over his shoulder like Azmuth did with his scepter (or staff, I don't know what Azmuth was holding in the movies, Secret of the Omnitrix and Destroy All Aliens), Grey Matter pondered the problem. He was lucky he was in one of his smart forms now or else the task at hand would have taken longer. Tapping the pencil on his shoulder a little longer, he suddenly got an idea and a mischievous grin.

"How about this? If you don't get at least a B on this homework and upcoming tests, I'll give every male student in the school a replay on your showers in your private bathroom with Clockwork." asked Grey Matter. Ben had told the girls about Clockwork and his Chronokinesis.

"WHAT?!" gasped Moka and Yukari, surprised that Ben would do that. Well, only Moka, Yukari knows that Ben was just testing Kurumu and her reputation.

"Okay! Okay! As long as it doesn't get me embarrassed!" panicked Kurumu as she immediately set to work.

"I'd feel bad if she failed." frowned Grey Matter. Yukari smiled, glad that Ben's plan worked while Moka stared at Grey Matter in shock. Ben was either too nice or too tough sometimes. That is, until Grey Matter ran up Moka's shoulder so he could whisper in the vampire's ear.

"I didn't actually mean that, Moka. I'm not a pervert." assured Grey Matter. Moka realized the Galvan's meaning. He was a little unsure that if he bribed her, she wouldn't fall for his plan, so Ben decided on a meaner tactic. Actually showing the male students her showers would make him the biggest pervert in history. The Omnitrix flashed red and then the entire room was bathed in green light. Ben now returned to normal with a smile on his face. Yes, Ben was using Grey Matter for an hour to work on his homework. Things were looking up for him. He had good friends now and despite the fact that they weren't human he could trust them with his secret.

**(Outside the Academy)**

Ben yawned as he made his way to school. It took a while before Moka and Yukari got the homework done. Suprisingly, Kurumu finished it first out of all of them. Worried about her state, Ben told her that he didn't mean what he said. Kurumu double-checked her homework, and luckily, she did all of it correct. Ben suspected that she was upset at him for threatening her like that. When Ben apologized, she easily forgave him, since he only did it to help her education.

"You! Ben Tennyson!" shouted an unknown voice from behind. Ben groaned in impatience and turned around to see who was talking to him. Who he found were two fellow students. One looked completely average, and the other was short and pudgy.

"Do you guys need anything because I'm going to be late for class?" asked Ben with a growl.

"You! Our eternal rival!" shouted Average, pointing at Ben.

"We'll never forgive you!" cried Pudgy.

"Today is the day we declare war on YOU Ben Tennyson!" finished Average.

"Huh? What are you talking about? Eternal rival? Declaring war? If this is about me beating Saizou or that Class Representative, then yo-" started Ben.

"Not _that_! You're bothering our goddesses! That's what you're doing!" interrupted Pudgy with a growl.

"We cannot tolerate this!" roared Average.

"Make sense! I never even hit a girl here, so can you be more specific?!" snapped Ben with a growl, getting annoyed with the weirdness that the three students were showing off. He should've gotten used to this by now. Youkai Academy was a weird place after all. The duo then tossed off their jackets to reveal hideous pink coats that made Ben green just by looking at them. They were just so tacky. It was almost painful to look at them. Insulting them about it probably wouldn't be helpful either. They had probably heard it all.

"L.O.V.E. CUTE Mokyuu-san!" sang Average.

"We won't lose to the likes of you (singing voice) Kurumu, love, love, lovely, Kurumu." continued Pudgy.

"And for our currently absent member, C.U.T.E. Yukarin! Moe, moe, huu huu!" finished Average and Pudgy simultaneously.

"Mokyuu, Kurumu and Yukarin? Wait a sec, please don't tell me …" paused Ben.

"That's right! I am the leader of the Moka Akashiya-sama Fan Club, Kouzou Kasahara!" announced Average, now known as Kasahara.

"Furthermore, I'm the leader of the Kurumu Kurono Fan Club, Gouzaburou Taira!" announced Pudgy, now known as Taira.

"And our absent friend is the leader of the Yukari Sendou Fan Club, Kubisaku Naga! AND TOGETHER WE ARE THE LOVE-LOVE ALLIANCE!" announced the duo. Ben gaped as wind blew by. People were staring too.

"OK, I'm gonna be late for class. See you guys…never." muttered Ben as he turns away.

"Don't think you'll escape us that easily! (raises a megaphone.) You are our sworn enemy!" shouted Kasahara.

"Our vengeance will be painful and swift! (raises his own megaphone.) You won't know what hit you!" added Taira.

"Prepare yourself, Tennyson!" finished Kasahara, raising his megaphone and completing the could-have-been trio.

"You've gotta be kidding me. I don't need this first thing in the morning." frowned Ben as his left arm faintly glows, unnoticed by the duo.

"LOVE-LOVE ALLIANCE! CHAAAAAARGE!" shouted the duo simultaneously.

"Hey! What the heck is going on here?" called out a new voice. The three boys stopped their impending fight (And Ben's arm stops glowing) to see who was talking. Following the source of the voice, their eyes landed on Moka and Kurumu, Yukari unnoticed. All three looked a little miffed at the boys who were facing off against their friend. The two boys both developed blushes and adoring looks on their faces.

"Hey, girls!" waved Ben. Ignoring the incomplete Love-Love Alliance, the three girls went over to Ben.

"Did they hurt you, Ben?" asked Moka.

"Please, they haven't even touched me." answered Ben.

"Are you sure?" asked Kurumu.

"Yes. And no, they didn't throw anything at me either." answered Ben.

"I'm glad!" beamed Yukari. Seeing the exchange, the incomplete Love-Love Alliance's faces fell. Before they turned away and left, they glared daggers at Ben, vowing revenge.

**(Academy Hallway)**

"Love-Love Alliance?" repeated Moka as she, Ben, Kurumu and Yukari were headed to class.

"Your fanboys, apparently. Couple of weirdos if you ask me. Did you see those coats? Someone should call the fashion police on them because they are guilty for being tasteless. And they're only have one member absent, didn't say why." explained Ben with a shrug.

"Well, if they try and bother you, you can take care of them. (places a hand on Ben's wrist where the Omnitrix was.) You can just 'go hero' and pound them." assured Kurumu.

"Tempting, but I prefer to use the Omnitrix for emergencies, practice and homework." informed Ben.

"Don't worry, Ben! I don't think they'll be much of a problem!" smiled Yukari.

"Yeah! (smiles before she turned thoughtful.) Still, I think I recognized one of those guys. The pudgy one." informed Kurumu.

"Taira? From where?" asked Ben.

"He's been stalking me…" shivered Kurumu.

_**FLASHBACK**_

_Kurumu was walking down the hallway towards the cafeteria. She wanted to get there so she could meet Ben and hopefully snag him. He was one tough cookie but she would wear him down eventually, especially with the baked treats that she had made the previous night. She couldn't fail! __As she was walking, she felt like someone was watching her. Turning around to check, she spotted a pudgy guy leaning against the wall in a standard 'bishonen' pose that one would see out of anime or manga. Sadly, it didn't really work for him all that well. __Shivering, Kurumu ignored the odd boy and continued on her way. She had more important things to do after all. Things like giving Ben her cookies and making sure she would be the one in his heart! These cookies were going to be the next step towards victory! She already took the first step when she risked her health to defeat the Lizardmen trio. __Feeling like she was being watched again, Kurumu turned around. She saw the same pudgy guy from before leaning against a different wall in a different pose. Now feeling extremely disturbed, Kurumu made tracks at a quicker pace. Of all the times to gain a stalker. __Her day didn't get much easier either. She was stretching out for gym class and going through the motions of making sure her body wouldn't cramp up on her. Bending over, she looked at some bushes that were behind her and her eyes widened in shock. That guy was back again! He was still in one of those poses too!_

'_He's still hanging around?!' cried Kurumu in her thoughts. __The final straw came when the busty succubus came out of the girls' washroom. Coming out into the open air, she gaped when she spotted the stalker from before hanging out in front of the washroom. He was still in his poses too!_

"_Would you just go away?!" shrieked Kurumu as she ran to lose the weird student._

_**FLASHBACK END**_

"He gives me the creeps." huffed Kurumu.

"Okay, shouldn't you have told one of the teachers or something? I mean, this is something serious. Stalkers can get pretty dangerous if you don't do anything about them." asked Ben with some concern.

"Ooohh! You care about me! I knew you did! (giggles while hugging Ben's arm.) I'm used to stalkers though. What kind of succubus would I be if I didn't know how to deal with a stubborn male?" gloated Kurumu.

"I guess. But we don't know what kind of monster this guy is. He might be dangerous off school grounds." warned Ben.

"That's why I have you! My knight in shining armor!" smiled Kurumu, reminding Ben of one of the forms he obtained in the Morphoids invasion.

**(A/N: Ben 10Nicktoons: Globs of Doom occurred before this story)**

"Hey! I had to deal with a stalker too!" cried Yukari.

"WHAT?!" cried the three older students (in Ben's case, growl) in concerned shock.

_**FLASHBACK**_

"_Oof, heavy." huffed Yukari. She was bringing a pile of items to class that day. She decided to try it without magic. Her parents always taught her that magic wasn't always the answer. Hard work sometimes was more effective than the most powerful magic._

_POW!_

"_Huh?" blinked Yukari as she turned around to see what the noise was. She found a skinny guy with glasses holding a camera up to his face being held down by a pre-teen. The pre-teen __has black spiky hair a bit long, light brown skin and ocean/sky colored eyes. He wears a hooded black long coat jacket with red flames like but with blue lines on his sleeve and the bottom and wearing a even a symbol of an wolf on his back of his jacket. He wears a pair of black gloves with a blue shell on the backs of the hands ,a red T-shirt with a collar up and white tank top inside and blue pockets pants and he wears a black-and-blue steel-toed boots. The glasses__ guy also seemed to be in a daze of some kind, ignoring the pre-teen._

"_Hey! What do you think you're taking pictures of?!" cried Yukari loudly._

"_Huh? Oh! I'm taking pictures of the ever-changing school! Its part of my duty as a member of the photography club!" said the glasses guy as he tries to __prove his statement by taking shots of everything in the vicinity, still ignoring the pre-teen. Despite his cover-up, Yukari had a hard time believing it. Before either of them could blink, the pre-teen snatched the glasses guy's camera._

_"Hey, give that back!" demanded the glasses guy. The pre-teen shook his head before he lifted the glasses guy by the shirt collar and threw him across the hall. Before Yukari could blink, the pre-teen disappeared and the camera appeared on the ground in front of her, destroyed. S__he just sighed and continued taking her stuff back to class, glad that someone is looking out for her when her Big Bro isn't around. Yes, Ben and Yukari has a sibling relationship._

_**FLASHBACK END**_

"Okay, taking pictures without someone's knowledge is a criminal offence! Just who do these guys think they are?" frowned Ben.

"Like you said, just some obsessive fan boys. (frowns before smiling) Did you get your prince's name?" asked Kurumu, making Yukari unnoticeably blush.

"No, I didn't. He hadn't said anything at all, really." answered Yukari.

_'Although he did look familiar.' _thought Yukari.

"Hey, Moka. What about you? Did you get stalked too?" asked Ben, quickly changing the subject.

"Well…I didn't notice anything out of the ordinary." answered Moka honestly.

"Predictable." muttered Kurumu.

"Oh _yeah_? And what does that mean, you cow?!" asked Moka angrily as the older girls butt heads.

**(A/N: Imagine Natsu and Gray from Fairy Tail fighting, and that is how this is going to go down)**

"You heard right, parasite! You never noticed the slightest of details, like when you sucked Ben's blood. If we hadn't met Yukari, then Ben would've either died or become a zombie because of you abusing his heroic nature." explained Kurumu, making Ben blush.

"Not to mention last night when Ben seemingly blackmailed Kurumu. You've known him longer and you still didn't know his true intentions." agreed Yukari. Before Moka could speak, she thought about what they said for a few minutes until she sighed sadly before she and Kurumu pulled back.

"Still, I'd be careful if I were you. Who knows what these guys would do." warned Ben, changing the subject once again.

**(Unused Clubroom)**

That night, in one of the unused clubrooms, plotting was taking place. Within a room that was covered wall to wall of pictures depicting the three beauties of Youkai Academy, three fanboys plotted to do away with their opponent.

"Ben Tennyson. Why do you go to him, Yukarin? Why? WHY?!" growled Naga, who is on a wheelchair and trying to cuddle Yukari's cut-out through his full-body cast. When he got thrown to the infirmary (literally) the doctors put him in a full-body cast and told him that he can only take it off in three weeks.

"You can do so much better, Kurumu." moaned Taira as he cuddled against a life-size picture of Kurumu.

"We have seen the enemy, and he has seen us. Now the battlefield is set for us to destroy him once and for all!" spoke Kasahara.

"Huzzah!" cried both Taira and Naga.

"I propose a plan. We must wait until Ben Tennyson is alone. That way we are able to crush him! We must not let our idols see though. Such action would crush them." explained Kasahara.

"But what about the fact that Ben Tennyson is a Super Doppelganger?" asked Taira.

"Not to mention that I can't do anything in this full-body cast for a couple of weeks. What do we do?" asked Naga.

"We can do THAT. We will prove our superiority as suitors for our idols tomorrow! Ben Tennyson will fall!" answered Kasahara.

"Don't worry, Naga. When we find who did this to you, we will avenge you!" cried Taira.

"HUZZAAH!" cried the two unbroken fanboys loudly.

**(Academy Hallway)**

As much as Ben liked Youkai Academy, or at least the friends he made in it, he still missed home. It'd been awhile since he saw Gwen, his parents and Grandpa Max. Though he was able to calm them using the Omnitrix's communication function, he still missed home. Sadly, with the bus schedule, he couldn't go home as often as he would like. He had to wait until summer vacation to return home to visit everybody. As Ben was walking along the hallway alone, he could hear footsteps approaching. He spun around and saw the incomplete Love-Love Alliance right behind him.

"Oh, not you weaklings again." growled Ben.

"Ben Tennyson, we will defeat you! Get him!" announced Kasahara.

"I don't have time for this!" groaned Ben, who ran as the duo ran after him. Rounding a corner, he looked around it before he jumped. As soon as the incomplete Love-Love Alliance went around the corner, Ben was gone.

"Where is that coward?" questioned Taira.

"He has to be around here somewhere! Split up!" ordered Kasahara. The duo then separated. Slowly descending toward the ground is Ben with a blue striped monkey's tail on his pants and a web line is connected to it from the ceiling.

"Stupid weaklings." snickered Ben as he touched the ground. Ben heard a gasp and spun around to see Moka.

"Moka?" asked Ben.

"Ben? Is that you?" asked Moka as she eyes Spidermonkey's tail.

"Who else has this?" questioned Ben as he raised his arm to show the Omnitrix.

"THEN WHY DO YOU HAVE A MONKEY'S TAIL?" cried Moka, making Ben sweat drop. Luckily, no one is around the hallway to hear that.

_'No I see why Yukari and Kurumu think she's oblivious.' _mentally realized Ben.

"Alien Limb Transformation, remember?" reminded Ben.

"Oh, right. Sorry." apologized Moka before Spidermonkey's tail retreated to Ben's pants.

"Apology accepted. Now, let's go before those creeps find us." suggested Ben.

"Okay." agreed Moka. She was a little confused, but if those boys were still bugging him just because he was friends with her and the others, she could probably understand.

**(The Academy Forest)**

Unfortunately, it wasn't the last that Ben would see of the fanboys. They seemed to walk as a mob, trying to hunt him down. Every time they would find him, Ben would duck around a corner and hide. Usually either as Grey Matter,Goop or Snare-Oh so he could cram himself in small places where no one would look, by going Ghostfreak and Big Chill to phase through walls, or Buzzshock to travel through the electrical outlets. A teacher spotted him as Ghostfreak and attempted to bring him in, but another phase through a wall and a quick change got him in the clear. So far the Ghostfreak form wasn't giving him any troubles. Still, it was a while back when Ben was ten before the true Ghostfreak, known as Zs'Skayr gave him problems. It seemed he was gone for good after their battle in space. Still, the Omnitrix managed to get a sample of his DNA as they landed back on Earth. Hopefully the upgraded Omnitrix would be able to keep him in check for a change. At the moment, Ben just wanted to go back to his dorm so he could rest. He didn't want to tempt fate anymore by changing into Ghostfreak again. Heck, he didn't want to change anymore for the day. Of course, he especially didn't want to see those crazy fanboys again.

"Ben Tennyson!" cried a voice.

"Darn it!" growled Ben. He turned around and unsurprisingly found the fanboys again.

"We have been chasing you all day! Now there is no place left to run!" shouted Kasahara.

"If was foolish to be here out in the open! Here we can do anything we want!" added Taira.

"Prepare yourself for defeat!" cried the duo simultaneously. Kasahara placed a brown umbrella over his upper body and immediately a single eye appeared along with a mouth and hanging tongue. Taira opened up his shirt and his face lost all its facial features, leaving it blank. His fat belly was also hanging out.

"That's it? Those are your monster forms?" asked Ben unimpressed.

"We know, we are low class monsters." cried Kasahara.

"That's why we are looked down upon." cried Taira.

"But we can take it because we have our idols! But first, we must free our idols from you!" shouted the duo in unison before charging. Ben cracked his knuckles before he aimed his left fist toward them.

"I don't even _need _a full transformation. BLOXX CANNON!" cried Ben as his entire left arm turned into blue, yellow and red blocks assembled into a cannon. He aimed it toward the duo before it fired blue, yellow and red block projectiles at them. The fanboy duo barely moved out of the way to dodge it.

"No one told us that he could do that!" cried Taira to Kasahara.

"Stay strong! We can beat him with our teamwork!" advised Kasahara.

"Good advice. Sadly you guys don't have the experience to pull it off!" spoke Ben as his other arm turned into diamond. Punching forward, Ben made several crystal spikes cut through the air. The fanboys cried out in pain as the crystals collided with them. Kasahara were slightly cut, but the crystals were absorbed by Taira's fat.

"Ha! I've proven superior to your power, Ben Tennyson!" laughed Taira. Charging at the bored Petrosapien/Segmentasapien armed anodite/human hybrid, he attempted to bring him down. Sadly, his charge was stopped when Ben grabbed him by his shirt with Diamondhead's arm and lifted him up. Taira couldn't help but gulp as he and Ben stared eye to eye.

"Seriously, you guys are pathetic. Even if your friend is here, you'd still be no match for me." spat Ben.

"Don't underestimate us!" cried Kasahara as he hovered down from above, using his head to slow his descent. He landed on Diamondhead's arm and started stomping on the limb that was containing his friend. Sighing, Ben dropped Taira and fired at Kasahara with his Bloxx Cannon, regrouping the duo.

"It seems we will need our secret weapon! I wish it would not have to come to this due to the missing piece, but for our idols, we will do whatever it takes!" cried Kasahara.

"HUZZAH!" cried Taira along with his leader. Kasahara jumped up directly above Taira as he used his fat to bungee jump up. As they made contact, Ben's world was filled with light. Ben had to shield his eyes with the Bloxx Cannon for a moment as the glare died down. When it did, he got a surprise.

Instead of two small monsters, one big monster stood in their place. He had a large fleshy body with a face on the lower part of the chest. The upper body is replaced by a brown umbrella with a face on it and brown hair on the top.

"Just call me big brother!" gloated TaKa (Taira, Kasahara).

"You got to be kidding me!" gaped Ben

"Ben!" shouted three familiar voices Ben heard and he turned around to see Moka, Kurumu and Yukari approaching.

"Girls. Stay back! This is dangerous!" warned Ben.

"Right you are, Ben Tennyson!" shouted TaKa as he charged at Ben and then popping the umbrella open, smacking Ben. The Petrosapien/Segmentasapien armed anodite/human hybrid was sent flying and then tumbled along the ground face-down. In a flash of green light, his arms reformed to normal.

"Darn it. Not good!" complained Ben as he got up to see that the Omnitrix was red. He'd obviously overused it today and now both transformations functions are unavailable.

"Ben! Are you okay?" cried Moka as she reached her downed American friend first.

"I'm fine. But you three have to get away. This guy means business!" warned Ben as he glares at TaKa.

"No way! You're my Destined One! I'm not just going to abandon you!" cried Kurumu.

"That's right! You fought for us, Big Bro! Now we'll fight for you!" nodded Yukari.

"Now we'll protect you today, Ben. (Smiles before taking Ben's hand, bringing it up to her rosario.) Please?" pleaded Moka. Ben gasped. He hated the thought of having others fight for him. But with the Omnitrix timed out, did he really have an option? Growling, he gripped the rosario and with a single tug, it came off cleanly. Moka's body immediately pulsed with demonic energy. Her pink hair turned silver and her body seemed to mature. Her fangs became more pronounced while her eyes turned a crimson red. Her body pulsed with the power of the vampire, making the huge TaKa freeze in his tracks.

"Hmmm. It seems trash is trash no matter where you go." frowned Inner Moka, taking in the sight.

"So cold. (Shivers before crying happily.) But our true idol has arrived! Hooray!" cheered TaKa. Before Inner Moka could step forward, a werewolf appeared between the combatants. He has dark-grey fur, a long flowing mane, and a large bushy tail, with four claws on each hand and foot. The inside of his mouth is green. but his body is long and very bony. He has fur that has more of a silver tone, a longer snout with larger sharp teeth, and his hands now appear to be made entirely out of bone, making him look like a skeletal-like zombie wolf.

"WHO IS THAT?!" shouted TaKa before he noticed the clothing and remembered what Naga told them about who broke Naga.

"Wait a minute, you're that pip-squeak that broke our friend!" cried TaKa, making the others gasp in shock.

"You didn't tell us that your savior is a werewolf." frowned Kurumu.

"Believe me, I had no idea, either." replied Yukari.

"Leave this freak to me." assured the pre-teen werewolf, speaking for the first time ever.

"I'm not taking orders from anyone!" frowned Inner Moka before she felt a hand in her shoulder. She turned to see Ben with a grin.

"Let him take care of that fat umbrella. Something tells me that this is personal." suggested Ben. Inner Moka was about to retaliate until she noticed the look in Ben's eyes. Sighing angrily, she nodded before she took the rosario from Ben's hand.

"I'll let him do that, but I'm not going to stay and watch." warned Inner Moka before she put the rosario back on, turning back to Moka. The pre-teen werewolf flexed his arms, grinning widely.

"Finally a reason to fight! OK, bring it on, you freak!" howled the pre-teen werewolf before he charged straight for TaKa.

_'His voice sounds familiar, too!' _thought Yukari..

TaKa was a little intimidated to see an S-Class monster charging at him with a loud howl. Still, the pre-teen werewolf is faster, while TaKa is stronger. Getting ready, TaKa prepared for the fight.

"You are going to pay for what you did to Naga!" cried TaKa.

"I'd like to see you try!" replied the pre-teen werewolf sarcastically. To everyone's shock, he grew a pair of bat wings from his back before he flew toward TaKa in a blur. The composite monster gaped at the pre-teen werewolf that was still charging at them. The pre-teen werewolf didn't even try a witty comment before he punched TaKa.

"Gyaaaahhh!" cried TaKa in pain as he skidded across the ground. He came to a stop before his body flashed, returning him to Taira and Kasahara in their human forms.

"We're not done with you, yet." said Kasahara as he tries to get up.

"We will have our idols, whether you like it or not." added Taira.

"You pathetic freaks shouldn't mess with people!" spoke a grim male voice from behind. Both fanboys turned around to see the pre-teen in his human form in front of Moka, Yukari, and Kurumu glaring at them.

"IDOL-SAMA!" cried the boys in delight before lunging at the girls, hoping to actually touch them.

"You imbeciles!" growled the pre-teen before he grabbed their heads and hit them together, knocking them unconscious.

"Thank goodness." sighed Kurumu.

"They're creepy. " huffed Moka. Ben just shook his head before approaching the pre-teen with his hand extended.

"Thanks for helping us back there. If you hadn't come in time, I don't want to know what would happen." shuddered Ben before the pre-teen shook his hand.

"No problem. A friend of Yukari's a friend of mine." smiled the pre-teen, making Yukari the center of attention.

"Zack? Is that you?" asked Yukari with tears in her eyes.

"Who else has this?" asked Zack before he took out a blue heart-shaped necklace with wings from his jacket. Yukari couldn't hold the tears in any longer and tackled Zack, hugging him in the process and crying in his shoulder. Zack blushed before hugging back.

"Ah-hem!" fake-coughed the older teens, making both pre-teens pull back from their hug.

"Oh, sorry. I forgot to introduce you guys. This is my childhood friend, Zack Yamikasai." introduced Yukari while pointing at Zack.

"Good to meet you. The name's B-" started Ben.

"Ben Tennyson. The famous hero who saved the world with an alien device called the Omnitrix since he was 10 years old." interrupted Zack with a smirk, making everyone gasp.

"How did you know?" asked Kurumu angrily.

"I was eavesdropping after you three defeated the Lizardmen. I heard everything." answered Zack.

"You're not going to tell anyone, are you?" asked Moka worryingly.

"Of course not. We vampires, full-blood or not, have to stick together." answered Zack, making everyone give him confused looks.

"He's a vaewolf, a half-vampire, half-werewolf monster." explained Yukari, making everyone stare at him in shock.

"So _that's _how you grew bat wings." realized Ben while Zack nodded before they heard a horn. They turned to the sound direction and saw the bus.

"Any of you leaving?" asked the bus driver, making everyone look around, noticing that the fight has been dragged to the bus stop.

"Sorry, sir. We were just walking by." answered Ben.

"Well, it's a good thing you got here. Your old man has given me a delivery for you." informed the bus driver before he went to the back. A few seconds later, he came out of the bus carrying a cardboard box with Ben's name on it. Ben took it and looked at it confusedly until the bus driver got in the bus and drove off.

"What's in the box?" asked Yukari excitedly. Ben set the box on the ground before he opened it with a gasp.

"My souvenirs from all my adventures since I got the Omnitrix." smiled Ben, making everyone look in it shocked.

**(Academy Classroom, Morning)**

"I have some good news. Due to overwhelming demands, the academy will be getting phone-lines connected to the human world. And the bus that normally comes here once a month, now comes once a day." smiled Nekonome.

"You hear that, Ben? You can call your family without the Omnitrix from now on." whispered Moka.

"Not to mention send them letters every morning." added Kurumu. Last night, Zack used his speed to catch up to the bus driver and gave him the letters that Ben wants to send to his family.

"That's great! Maybe I can introduce them to you sometime." smiled Ben, making both girls blush, thinking that Ben wants to take the next step in their relationship.

**Omarnosian10: Done. And I would like to give a shout out to Lewamus Prime, winner of the OC contest.**

**Yukari: Where is Zack right now?**

**Omarnosian10: He's not here because he's an OC, meaning that he can't talk with us.**

**Kurumu: You meanie!**

**Ben: Why did you do that?**

**Omarnosian10: Because I have a few surprises for the readers. Until next time.**


	5. Chapter 5: Sea Power

**Omarnosian10: Hello, readers. I'm back with a new question.**

**AwesomeMoorwen: ****Do you plan on including any Ben 10 villains later in the story?**

**Ben: Yes, and some friends too.**

**Moka: Who?**

**Omarnosian10: Not telling you, but a few guesses are obvious.**

**Yukari: You mean Gwen?**

**Omarnosian10: Yes, but after they meet Ruby. Now then, ON WITH THE SHOW!**

**Chapter 5: Sea Power**

Ben had the football in his arms, avoiding opponents as he ran. He is between JT and Cash. They were trying to get the ball from him. No chance ever. When they both tried to tackle him, he sprinted away from them and continued to run, snickering as the two knocked each other out. The touchdown zone was in sight and with a single dash he passed the opposite team and performed a touchdown. The crowd cheered as Ben had just scored the winning touchdown for his team once the referee declared that time was up. Feminine cheers and cries caught his attention as he turned to see the cheerleaders while removing his football helmet. They were waving and trying to get his attention for themselves. Ben smiled as he ran over to the cheerleaders and saw a familiar pink-haired girl with a familiar blue-haired girl, both wearing a sexy looking cheerleader's uniform.

"Here, Ben." said the pink-haired girl as she handed him a bottle of water.

"Thanks, Moka." said Ben as he took the bottle.

"You really worked up a sweat." complimented the blue-haired girl as she hands him a towelette.

"Winning is worth it, Kurumu." smiled Ben as he took the towelette and wiped the sweat off his forehead.

"Ben." said Moka and Kurumu softly.

"Moka, Kurumu." smiled Ben at the two girls. Knowing that the football gear is blocking his body, both the girls closed their eyes, puckered their lips, tiptoed higher and leaned in closer to…

**(Academy Classroom)**

WHAM!

Ben was suddenly shocked awake by a chalkboard eraser to the head. Snapping his eyes open, he looked to see Miss Nekonome glaring.

"I sure hope my class isn't boring, Tennyson-kun." said Nekonome.

"No, ma'am. I over-studied last night." replied Ben with a head shake.

"Well, please try to stay awake, alright? I have an important announcement to make." smiled Nekonome. Ben nodded and straightened himself up in his seat. He could hear his classmates snickering and even Moka and Kurumu were giggling too. Ben turned his head toward the class and sent a glare.

"Hey, at least some of us cares about our education, so I suggest you keep your mouth shut if you want to keep it." growled Ben. The students became silent and nodded their heads in fear. Ben turned toward Nekonome. He frowned but then it quickly turned into a smile as he remembered the dream. It didn't stop the throbbing in his head though.

"Now then. Because our school is made much like human schools, joining a club is mandatory in our curriculum. That way we will be able to join the human world much more easily." announced Nekonome. Ben scratched his head. He really was getting used to the fact that he had to join one of the student clubs. Then again, a lot of these people weren't human and hadn't been raised in the human world. It made sense that they needed to get used to the things that humans did. Still, Ben was probably an expert at what humans did. He had been living like one until he got the Omnitrix.

"But sensei! (raises his hand.) If that's the case then you'd get an F for your disguise." said a random student. Miss Nekonome blinked. She looked at her behind and spotted her tail. She then poked at the feline ears on the top of her head. She looked between her obvious feline features and then back at the student who pointed them out. She was then a flurry of movement.

"RAWWR!" growled Nekonome.

"Gyaaah!" suddenly cried the student. His face was suddenly covered with scratches. He dropped back into his seat, seemingly in a daze.

"Girls are scary when you say things they don't like. (gulps) Monster girls are even scarier." observed Ben.

"Anyway. All the clubs will be running booths all day! Don't be afraid to visit the Newspaper Club too. I'm the advisor so don't be shy!" smiled Nekonome, somehow looking fine even though she had just mauled one of her own students. Ben snickered at the blatant advertising. Still, he had been wondering if there was a football team here at Youkai Academy. He hadn't seen much in terms of sports teams since he came to the school. Of course, with all the fights he had gotten into, he hadn't been able to check.

**(A/N: Remember. In Chapter 1, I said that Ben has a personality change, so he likes football instead of soccer.)**

"C'mon Ben!" smiled Moka and Kurumu as they took each of their friend's arms.

"Let's see what kind of clubs are out there!" suggested Moka and Kurumu before they glared at each other.

"Why did you repeat what I said?" asked Moka and Kurumu before they blinked.

"No, you're the one who repeated me. Stop doing that! No, you! NO, YOU!" argued Moka and Kurumu.

"Let's just go!" frowned Ben as the argument continued.

**(Club Fair)**

Classes for the rest of the day were cancelled because of the day's "Club Fair". All the school's clubs had set up booths to advertise their clubs and to draw in new members who were interested in joining. Ben looked around with a look of wonder and amazement. If he didn't know better, he would think that this really was a human school and not a monster school trying to mimic one.

"Ben, have you decided on a club yet?" asked Moka who was with him and Kurumu.

"Well, I was hoping to join the football team." answered Ben.

"Oh, you play, right?" asked Moka, remembering when Ben once told her about his life in the human world.

"Made NSC one time too." smiled Ben.

"Well, if I was going to join a club, I wish it was with you," said Moka honestly with a blush. Ben blushed too.

"I wish I was there when you played football, so I can see your toned chest." said Kurumu with a blush, making Ben's blush brighter and Moka glaring at her.

"Let's look around for a bit, OK?" smiled Ben.

"Sure!" agreed both the girls.

"Are you both looking for a club to join?" asked a beautiful girl with aquamarine hair. She was in a bikini and sarong. Ben blushed bright red when he saw her. She was incredibly hot.

"Uhhhh..." stuttered Ben.

"I'm Tamao Ichinose, 2nd year student and President of the Swimming Club." introduced Tamao before she looked Ben over.

"You're Ben Tennyson, right? I've heard a lot about you." asked Tamao.

"You have?" asked Ben suspiciously with a raised eyebrow.

"There are a lot of rumours about you. (leans in closer.) They say you're a doppelganger that can change into those alien heroes on the news. I wonder if they're true." smiled Tamao seductively.

"Well, you now how things get exaggerated." shrugged Ben. It seemed he had gotten a lot of fame through his Omnitrix-powered exploits. Moka and Kurumu weren't liking how Tamao was being too friendly with their friend Ben. They don't need more competition for his heart. Moka gave the older girl a dirty look before grabbing Ben's hand.

"Ben, let's look around some more. Maybe we can find the football team." frowned Moka.

"If you don't join soon, all the spots will fill up." added Kurumu as she grabs Ben's other hand.

"Oh, OK. See you around." said Ben, sensing the girls' jealousy.

"Come back anytime. You're most welcomed." waved Tamao. She watched as Moka and Kurumu dragged Ben off.

The other clubs didn't look nearly as appealing as the Swimming Club did. The Chemistry Club had proclaimed love for Moka, hoping to make beautiful love potions with her. The Mummy Club was filled with Snare-Oh wannabes in Ben's opinion. How they managed to become a club in the first place was beyond him. The Photography Club seemed to have more guys like the Love-Love Alliance who were busy taking pictures of Moka. The pink-haired vampire was a much desired figure for all the clubs. It got so bad both she, Kurumu and Ben had to escape outside. Kurumu felt a bit jealous when Moka got the attention of all the clubs.

"None of these clubs seem to be for me." huffed Moka after their prompt escape.

"Did you see that guy from the Acupuncture Club? He looked like something out of a horror movie. Some kind of pinhead or something." shuddered Ben.

"I'm just glad they don't have Diamondhead's crystals for acupuncture." added Kurumu before they all paled and shuddered about the thought.

"I guess the sport teams are set up somewhere else." shrugged Moka.

"Oh? Looking to joins a sports club?" asked an unwanted voice. The trio turned to see Tamao, still in her bikini and sarong, leaning next to a drink machine with a can of iced tea in her hand. She still had that easy smile on her face. Moka and Kurumu frowned slightly and Ben raised an eyebrow.

"You know, the Swimming Club is holding a swimsuit contest to draw in new members. Even if you don't plan on joining, you're still welcome to come and watch." smiled Tamao. A swimsuit contest. That was any man's dream.

"Well…I was kind of hoping to find if there's a football club." frowned Ben slightly.

"Well that's good. Members from the other sports clubs drop by to have fun during the exhibition. We in the Swimming Club get along SO well with the others sports clubs." smiled Tamao.

_'Why does she want me to join the Swimming Club so badly? Did Kurumu set this up?' _thought Ben, remembering the succubus's seductive personality before he mentally sighed.

_'Guess there's only one way to find out. Trigger the trap.' _thought Ben.

"Really? What do you think, girls? This might be our chance to find a Football Club." smiled Ben convincingly.

"Um… swimming?" asked Moka.

"Hm, I heard that you're a vampire, Moka Akashiya. (Moka gasps.) Wonder if all the rumors of that are true." smiled Tamao.

"Rumors? What rumors are you talking about?" asked Ben.

"Does she mean what I think she means?" asked Kurumu.

"It's nothing." answered Moka quickly. She looked up to Tamao's challenging gaze.

"We'll be there. We can find the Football Club if what you say is true." frowned Moka.

"It is. Well, we will see you there then. Bring swimsuits." suggested Tamao.

"Sure." nodded Ben. It wasn't like Moka to be so confrontational. Ben figured that something was bothering her. Kurumu smiled, glad that she will see Ben's body.

**(Academy Pool)**

"Is this heaven?" guessed Ben. Ben was sure he had seen teenager heaven. There were pretty girls in bikinis everywhere. They were splashing and giggling with the boys who had come. Ben was tempted to pinch himself to see if he really was dreaming or not. Still, he could have fun when he did what he had to do.

"Football Club (inhales before shortly exhaling) I'm here to find someone from the Football Club." reminded Ben. Moka was the only person still in her uniform. She looked extremely uncomfortable and skittish around the pool. She was eyeing what everyone was doing carefully and was staying far away from the edge of the water. Ben was wondering what she was so nervous about, but guessed that she has hydrophobia or something.

"BEN!" cried Kurumu as she tackled into the boy who was caught by surprise from behind.

"Kurumu, hey- (turns his head to notice her). WHOA!" cried Ben.

"Oh, do you like it?" smirked Kurumu as she got off Ben and did a sexy pose that made her breasts bounce. She was clad in a yellow bikini that didn't leave too much to the imagination. Ben nodded dumbly before he turned around completely. Kurumu had to plug her nose to prevent a nosebleed. Ben is currently wearing black and green swim-shorts, but that's not why she plugged her nose. Ben's upper body is toned with an eight-pack and his arm muscles are half a foot large.

"You have to be the hottest guy on the planet!" cried Kurumu before Ben smiled. All the girls in the pool had the same reaction toward his upper body. The boys there felt jealous since their bodies are no where as fit as his.

"Well, I did work out a lot." bragged Ben as he flexes his arms. Kurumu then hugged his arm to her chest.

"Well, I hope we can get some alone time later. Then I can take my bra off for you." smiled Kurumu.

KLONG!

A large pail knocked Kurumu to the ground before it disappeared in a puff of smoke.

"Don't take Big Bro's innocence that early, Kurumu!" shouted Yukari who was clad in a blue one-piece. The standard school swimsuit.

"i'm pretty sure you didn't need to do that, Yukari." smiled Zack sheepishly, who was wearing his necklace and silver and red swim-shorts.

"I wasn't planning to go pregnant!" snapped Kurumu as she got back to her feet.

KLONG!

"Not _that _kind of innocence, although I'd appreciate it if you don't do that!" snapped Yukari.

"Then what did you mean?!" asked Kurumu.

"She meant turning him into a pervert!" answered Zack as he comes between the girls.

"This is getting to be a running gag." sighed Ben. He looked over to Moka, who still looked uncomfortable.

"So, how about we look for someone from the Football Club?" asked Ben.

"Okay." nodded Moka with a nervous smile.

"Well hello there." greeted a familiar voice. Ben and Moka silently groaned and turned and again found themselves looked at Tamao again. She was without her sarong, but the bikini was still there. Ben gave an admirable effort not to stare at her figure. Moka huffed again at the appearance of the Swimming Club captain.

"Hey." waved Ben nonchantly.

"Hello." nodded Moka stiffly.

"Why aren't you in the water? I don't think you can really enjoy what we have to offer if you don't get in the water." asked Tamao in a pouty tone.

"Well, I was kind of hoping to find a representative from the Football Club first." replied Ben.

"Oh, well I haven't spotted anyone from there yet. Why don't you enjoy the water? If I or one of my club members spots someone from the Football Club, we'll let you know." smiled Tamao.

_'So she _is _planning something. She could've asked other students where the representative is, but instead, she's trying to keep me here. Still need to trigger the trap.' _thought Ben to himself.

"Well…I don't know." muttered Ben.

"Oh come on. (giggles as she took Ben's arm.) All work and no play makes you a dull boy, you know." smiled Tamao. Moka tried to protest, but Tamao was already off with Ben. Moka tried to follow, but a sudden splash caught her attention and she had to move to avoid being splashed by one of the other members of the Swimming Club. Looking up, Tamao and Ben had vanished into the crowds of people.

**(A few minutes later)**

Boys were surrounding the pool, admiring and cheering on the bikini clad beauties on stage. Even Ben and Zack were present but he wondered where Moka was.

**(Academy Alley)**

As for where Moka was, she was sitting in an alley between two buildings, gritting her teeth in pain. Some of the water had gotten on her and now she was in pain. To vampires like herself, water was a weakness and in her sealed state she was feeling intense pain. Her rosario suddenly spoke.

"_You fool, why did you even go near the pool? You should've stayed away_. _You know what water does to us_." snapped Inner Moka.

"I just wanted to be with Ben." said Moka, shivering.

"_Fool, if the boy can't see how hurt you are he's not worth the trouble. I understand that he's physically attractive and well-built, but that's still not a good reason._" insulted Inner Moka.

"I thought you liked him." frowned Moka.

"_I just admire his blood and his abilities with those alien forms of his but he hasn't earned my full respect yet_." said Inner Moka. Indeed. To earn Inner Moka's respect took more than just strength and having good blood.

**(Academy Pool)**

Ben was drifting along the water. The view was nice and the girls seemed friendly, even helping some of the boys who had trouble swimming. Still, Ben suspected that those guys were only pretending to be having trouble so the girls would hold them. Still, Ben really wasn't having fun. He just wanted to find someone from the Football Club and any guy he tried to talk to told him to bug off before heading to meet with one of the Swimming Club girls. It annoyed him to no end and he was getting tired of the disrespectful attitude that the boys were showing. Were they really drooling like idiots over these girls? Ben would've done the same thing if his first crush hadn't broke his heart. Even worse, Moka seemed to be absolutely miserable. She was sitting against the fence and looking pretty sad. Ben felt a gnawing at his gut every time he saw her. Sighing, he paddled over to her and leaned against the edge.

"Hey, Moka. You not enjoying yourself?" asked Ben.

"Not…really." admitted Moka sadly before Zack swam over.

"Vampires can't cross water. Freshwater, saltwater, seawater, etc." explained Zack.

"WHAT?!" cried Ben with a frown.

"It's true. Unless it's treated, we can't touch it." nodded Moka sadly.

"Then how come you aren't affected?!" asked Ben as he points at Zack.

"That weakness only applies on full-blood vampires permanently. It stopped affecting me when I transformed into a werewolf for the first time." answered Zack.

"So does that mean you bathe in... " paused Ben as he turns toward Moka.

"No! Of course I use water to bathe, but I need to put in special herbs. I don't bathe in tomato juice or blood." exclaimed Moka with a blush.

"Unless you get sprayed on by a skunk, _then _you need to bathe in tomato juice." corrected Zack.

"Moka, why didn't you say so? When I saw you were uncomfortable, I thought that you were just hydrophobic. I'm not even having that much fun here right now. Why don't we head out and find a different club?"

"But…didn't you want to meet someone from a Football Club?" asked Moka.

"We're better off finding their booth. All these guys prefer to look at the girls in bikinis. I swim to train and have fun, not stare at girls. Let me get my towel and then we can get going." frowned Ben.

"Okay!" smiled Moka. The trio suddenly heard screaming and when Ben and Zack spun around, they saw the Swimming Club girls biting the guys and the guys started to turn into dry and wrinkly husks.

"What's going on!?" shouted Ben.

"Ben, Zack, get out of the water!" shouted Moka as she reached for him but a splash of water caused her to recoil.

"Moka!" cried Ben but the water began choppy and messed with his balance, unlike Zack, who used his super-speed to climb out.

"Sorry, Ben Tennyson, but I can't really do that." smirked Tamao. Ben turned to where the Swimming Club captain was and found that her legs were replaced by a large blue fish tail. Her ears were likewise replaced with blue fins of some kind. Obviously she was some kind of water aligned monster. One that Ben had to get away from. Unfortunately, Tamao proved to be fast in her true form, wrapping her arms around his torso and dragging him down. Ben struggled against Tamao's hold as she tried to drag him under water.

_'If I use an electrical alien, I might hurt myself.' _thought Ben cautiously. Ben's legs became pale green scales and his feet became webbed before a black loincloth formed around his waist. Ben's legs entered the loincloth before it turned into a fish tail. Using his upper body strength and his tail, he broke free from Tamao's grip before he resurfaced above the water. Ben noticed multiple mermaids splashing their tails in the water, forming a large wave heading to..

"MOKA!" cried Ben as he swam forward while activating the Omnitrix. When the dial popped up, Ben smirked as he saw the perfect form for this situation. Ben slammed the dial, bathing himself in green light. Meanwhile, the wave splashed where Moka was, making the mermaids evilly laugh.

"Guess vampires aren't tough." shrugged Tamao as soon as she resurfaced. When the water died down, everyone stared wide-eyed. Standing in front of Moka (not wet) is a dark green anthropomorphic turtle with two katana sheathes on the back of his shell, a belt with nun-chucks and a pair of sais, and a wooden bo-staff is strapped between the two sheathes. He is wearing a bright green bandanna mask and has human green eyes. In his hands are katanas, most likely used to protect Moka from the water. He has a familiar green hourglass symbol on the chest area of his shell.

"NINJURTLE!" cried the mutant turtle.

**(A/N: This form is obtained by scanning Leonardo in my fanfiction, Ben 10Nicktoons: Globs of Doom)**

"Is that Ben?" asked Yukari.

"Yeah, the symbol on his chest proves it." answered Zack as he points at Ninjurtle's chest.

"I've never seen that form before. You guys?" asked Kurumu. Zack and Yukari shook their heads in response. Ninjurtle remained silent while he sheathed his katanas. When he walked forward, everyone expected him to jump toward the water. They became shocked as he WALKED on the water.

"HE CAN WALK ON WATER?!" cried Zack, Yukari, Kurumu and Moka. When Ninjurtle stopped walking, he took out his nun chucks and sprinted toward the mermaids. Tamao didn't hesitate as she let her face change to a slightly fish-like image with sharp teeth. She meant business. On the other hand, so did Ninjurtle.

Ninjurtle blurred above the water like a ninja, passing Tamao before she could blink. At first Tamao thought it was an accident before the screams of her fellow club members reached her ears. Turning around, her eyes bulged as she saw her fellow mermaids being knocked out of the pool with a muffled bone-cracking noise. The collected boys were taking advantage of their sudden savior and were scrambling out of the pool as fast as they could.

"No! I won't let our meals get away!" shrieked Tamao. Diving into the water, Tamao surged towards the image of Ninjurtle, who had just used his bo staff to knock one of her club members out of the pool. Turning, Ninjurtle narrowed his eyes on the approaching mermaid. Positioning himself like a rocket, he took off with a surge of water around his legs and his sais at hand. She was the last mermaid in the pool.

Above the water, Moka, Yukari, Zack and Kurumu were watching the choppy water in concern. None of them were going to be any use in the situation. They were confident since Ninjurtle had beached all of the other mermaids save Tamao herself. They could see Tamao swimming at Ninjurtle at an incredible speed while Ninjurtle uses his legs to rocket forward at the same speed.

SPLOOSH!

There was a sudden explosion from the pool as the two images beneath the water collided. The water splashed in all directions, soaking almost everyone. Yukari cast a protective shield so Moka wouldn't get wet. Kurumu just took advantage of it. Everything was silent as the water calmed down. The images under the water had disappeared.

"Where did they go?" asked Yukari.

"Up there!" exclaimed Zack as he points upward. The girls followed his finger and dropped their jaws as the see Ninjurtle STANDING in mid-air with Tamao in her human form on his shoulder like a sack of potatoes.

"We are not your food!" snapped Ninjurtle at the recovering mermaids, making them shiver in fear. His weapon arsenal made for an intimidating sight.

"Learn some self-control or this!" threatened Ninjurtle as he tosses Tamao in the air before taking out his nun chucks.

"BOOYAKASHA!" cried Ninjurtle, using Michelangelo's catchphrase as he knocks Tamao away with his nun chucks and sends her to the bleachers, creating a crater.

Slowly descending to the ground, Ninjurtle walked over to his friends. He raised his three-fingered hand to the Omnitrix symbol and deactivated it, flashing green. Now Ben again, the American walked up to his friends.

"You guys okay?" asked Ben in concern.

"We're OK!" smiled Kurumu.

"I'm okay too!" smiled Yukari.

"Yes." smiled Moka happily.

"That was AWESOME!" shouted Zack with his arms up.

'_Well, well. __So the boy can be taught.'_ pondered Inner Moka through the rosario. She was pleased to see that the American had finally took notice of her softer side's discomfort.

**(Academy Cafeteria)**

Needless to say, none of the five friends wanted to join the Swimming Club after the little stunt the senior members had pulled. After everyone got their regular clothes back on, all five friends made tracks, not before Ben used Clockwork to return the life force of all the drained students, and once again signing an autograph to Yukari because Clockwork is another of her favorite aliens. Unfortunately, most of the club booths were full and the ones left were clubs that were either filled with weirdoes or clubs they didn't want to join. When Ben eventually found the Football team, the representative kept his application as a reserve. Apparently, they didn't have any spots on the team anymore because during their time in the pool, the Football Club filled up. The representative knew about Ben being so close to Moka and also knew that the others didn't want him to join, but he proved to Ben that the spots were filled by showing him the amount of members, respecting Ben because the representative never does anything out of jealousy, saying that a real football player shouldn't have grudges against a single member. At the moment, the group of friends was sitting in the cafeteria.

"I guess we don't have any clubs to join now, huh?" sighed Kurumu.

"I guess so." admitted Ben.

"I'm just glad Ben is safe." said Moka.

"I'm sorry I brought you to the pool, Moka. I thought that since you weren't affected by sunlight like the vampires on those horror movies, you wouldn't be weak to holy water." apologized Ben.

"That's okay, Ben. I never told you so how would I expect you to know?" asked Moka. Ben smiled at Moka's forgiveness. She could have been seriously hurt by the water and the mermaids, but she chose to forgive him anyway. He felt better about that much. Still, their main problem was still there. None of the good clubs had room for them now.

"What's this? Why so glum?" asked a cheerful voice and they turned to see their teacher, Miss Nekonome, looking at them.

"We don't have a club to join." said Zack.

"Oh, no problem! Why don't you all join the Newspaper Club? All of our members graduated last year so it's pretty empty. How about it?" asked Nekonome with a knowing smile.

"Hey, that's not a bad idea." smiled Ben. It was a chance for him and his friends to be in the same club. He turned to his friends.

"What do you say, guy and girls?" asked Ben.

"It sounds like a good idea." said Moka.

"Hey, let me join too!" said Kurumu.

"Me too! Me too!" added Yukari.

"Where do we sign up?" asked Zack with a smile. Ms. Nekonome smiled. Looks like the Newspaper Club was going to get some new blood after all.

**Omarnosian10: Done. I guess I owe you an explanation about Ninjurtle.**

**Ben: Yeah, you do.**

**Omarnosian10: You see, after the Morphoid invasion occurred and Ben told his folks about his new forms, Grandpa Max took him to Wind Ninja Academy.**

**Kurumu: Isn't that where the Power Rangers Ninja Storm originated from?**

**Omarnosian10: Yes, it has been a year since they defeated Lothor, and the Power Rangers are associated with the Plumbers, and that's how Grandpa Max knew about the secret identities.**

**Yukari: Why did Max take Ben to the Wind Ninja Academy?**

**Omarnosian10: Because his form, Ninjurtle specializes in martial arts, and Max wants Ben to train that form. That's how Ninjurtle was able to walk on water and air, and how he used the water to rocket toward Tamao.**

**Moka: But if that's true, then how come Ninjurtle hasn't used the Power of Earth?**

**Omarnosian10: What is this, 20 questions? That's because there was no earth around the pool, just concrete. See you next time.**


	6. Chapter 6: Triple Werewolf Battle

**Omarnosian10: Hello, readers. I'm back with a new chapter and more aliens to make their appearance.**

**Ben: Mostly the limbs.**

**Moka: Is Gin going to talk to us when the chapter ends?**

**Omarnosian10: OH, HADES, NO!**

**Kurumu: Good. I hate perverts.**

**Yukari: How come there's no question from a reader?**

**Omarnosian10: Because no one asked last chapter. Now then... ON WITH THE SHOW!**

**Chapter 6: Triple Werewolf Fight**

**(Academy Pond)**

Having lunch with Zack and the girls was certainly an interesting experience for Ben. As they sat together under a tree for shade, Yukari, Moka and Kurumu had each brought along some extra lunch boxes, Moka and Kurumu's for Ben, and Yukari's for Zack. Even for him it was a bit much and well what he got was certainly interesting. Being alien and human meant he had a slightly different sense of taste than the older girls.

"Try mine!" insisted Kurumu. Hers mostly had sweets.

"Try mine, Zack!" insisted Yukari in front of Zack. From the distance, Ben could see a twitching frog's leg and some crickets.

"Ben, I'm not so good at cooking but please try mine." said Moka. Out of the three, her food looked like actual food which was good for lunch. Ben wasn't sure what to do. He couldn't just choose either one. If he did that would cause a mini-war. He wasn't oblivious. He knew Moka and Kurumu liked him, a lot, and it was proving difficult for him to make other friends. Still, the gesture was welcomed but how was he going to eat all those? Zack happily accepted and ate Yukari's lunch clean. Ben also wasn't oblivious to the fact that Zack and Yukari like each other, a lot, but are both unsure of the other. Ben felt the same way with his first crush.

"Girls, please, I can't eat all that." said Ben. Moka and Kurumu frowned.

"Yet." smiled Ben as the skin on his face turned swampy green (except for the mouth, cheeks and chin, which turned into a tan muzzle instead). His eyes became sharp and completely green. He gained three whisker-like lines on both cheeks. His hair disappeared and has been replaced by six dark-green studs and black-green spots.

"Heh, I'm feeling hungry." laughed Ben as he eyed the two bento in front of him. Now that he was in this form, the odd-looking bentos didn't look all that odd or unappetizing anymore.

"Down the hatch!" cried Ben as he opened his mouth and Upchuck's three tongues lashed out. They wrapped around the lunches and their containers. In another snap movement, Ben withdrew Upchuck's tongues and pulled the two lunches into his mouth. Ben chewed happily, not even slowing down for the plastic and metal that was holding the food itself. After chewing, he gulped loudly,

"Delicious!" smiled Ben. He patted his stomach with his hands. Moka and Kurumu sweat-dropped at what they had seen. Well…Ben had eaten their lunch. They were kind of hoping that he would pick ONE of them. Of course, did he have to eat the containers AND utensils?

"Ooh… (groans) I don't feel so good. (his stomach rumbles) Girls, stay back!" warned Ben.

"Ben, are you okay?" asked Kurumu in concern.

"I will after I… (Upchuck's cheeks swelled up.) Oh boy! This is a big one! TAKE COVER!" shouted Ben. Zack and the girls did as told and hit the dirt as Ben released a belch. A plasma ball flew out of Upchuck's mouth and into the tree, incinerating it completely, including the leaves. Zack and the girls gawked at the amount of power only his head change had. Ben's head changed back to normal before his cheeks puffed up as he released a belch covered by his hand.

"Next time I'm doing this, I'm either going Eatle or completely turn into Upchuck." noted Ben.

**(Academy Football Field)**

After school, Zack and the girls went to the field to watch Ben play football …with himself. It wasn't so hard once he changed into one of his duplicating aliens and having Yukari use a spell to knock out Moka since no one wants to see her reaction, knowing that either her or Inner Moka will force Ben into duplicating himself to make her an all-you-can-eat buffet. They all looked identical and there were 10 of them, 5 on each side. Luckily, colored arm bands made sure that the Dittos could tell which was on which side. To be on the safe side, Zack took off his jacket and covered Moka so the rosario couldn't see Ben play. Ben knew that even he would be confused by which duplicate is on which team, so he duplicated into 10 and have 5 of them transform into a different duplicate alien. These duplicating aliens are Ditto and Echo Echo. Ditto is about the height of an average human child. He has white skin, a black and white head, white face, along with black shoulders. Ditto's hands are large with 4 digits and his feet are merely stubs. He has three fin-like growths on their head. Ditto also has gem-like orbs on his arms and three button-like gems on his waist. Ditto's clothes are black and have an overall-like design. The section outlining the hourglass symbol across his chest and on his arms is blue. Ditto wears the Omnitrix symbol on his chest. Echo Echo is a small, white alien whose body is a living amplifier made of silicon. One of his most noticeable features is a square appendage resembling an MP3 player behind his back with a port on it, decorated with a 10 symbol and what looks like cassette tapes on his lower legs. He has circle-shaped indents on the back of his hands which are green. The inside of his mouth is green with lines that give it the appearance of an amplifier. Like Ditto, the Omnitrix symbol is also on his chest.

_**FLASHBACK ON HOW HE OBTAINED THIS ALIEN**_

_12-year-old Ben is currently standing in front of the Yenaldooshi he faced 2 years ago. Him, Gwen and Max repaid a visit to the Navajo village to find him and place the Yenaldooshi under Plumber arrest. The Yenaldooshi's muzzle split into four before he released a purple ultrasonic howl. Ben leapt toward the side and dodged the howl. Ben got on one knee before he activated the pre-calibrated Omnitrix, setting the dial to the Blitzwolfer icon._

_"Time to become the alpha wolf." quipped Ben before he slammed the Omnitrix, coating himself in green light. When the light died down, he became Echo Echo, except the lines are thicker and the Omnitrix symbol is on his forehead._

_"A. New. Alien? What. Can. This. Guy. Do?" asked Echo Echo as he stands up and observes himself. Using the distraction, the Yenaldooshi sprinted toward Echo Echo and thrust his palm at Echo Echo's chest, sending him flying away from the Yenaldooshi. Before his feet could touch the ground, Echo Echo got grabbed by the Yenaldooshi with both hands. Echo Echo struggled, but couldn't break free due to the strength difference. The Yenaldooshi split his muzzle again, preparing for a point blank howl. Panicking, Echo Echo screamed and unleashed point blank sonic waves at the Yenaldooshi. The Yenaldooshi became wide-eyed before he let go of Echo Echo and covered his ears. Echo Echo blinked twice before he smirked._

_"Oh. Yeah! This. Is. Very. Cool." commented Echo Echo before the Yenaldooshi uncovered his ears. The Yenaldooshi split his muzzle before he unleashed a purple ultrasonic howl._

_"I. Don't. Think. So." said Echo Echo before he released his sonic scream, clashing with the purple ultrasonic howl. Now it's a sound battle, causing the rock formations around them to crumble. After a few seconds, the Yenaldooshi's howl begun overpowering Echo Echo's scream._

_"Need. Some. Backup." said Echo Echo before he faintly glowed green and divided into two clones, both using sonic screams. The screams combined and easily overpowered the howl, pushing the Yenaldooshi toward a mountain and forming a crater. Before the Yenaldooshi could recover, an avalanche occurred on the mountain and covered him in rocks. Both Echo Echos blinked before they looked at each other and high-fived._

_"Oh. Yeah. Go. Team. Echo." paused Echo Echo 1._

_"Echo." finished Echo Echo 2 as they merge._

**_FLASHBACK END_**

"Tackle him!" shouted Ditto 1 as Echo Echo 1 held the football closer to the touchdown zone.

"I got him!" called Ditto 2 as he ran toward Echo Echo 1.

"Try. To. Block. This!" grinned Echo Echo 1 as he threw the ball as hard as he could toward Echo Echo 2. Dittos 3 and 4 ran toward him before being blocked off by Echo Echos 3 and 4. Echo Echo 2 caught the ball and ran with it toward the touchdown zone. Ditto 5 tried to tackle him, but Echo Echo 2 sidestepped away and continued running. Dittos 1 through 5 ran in front of Echo Echo 2 and turned toward Echo Echo 2 with their arms extended.

"We." said Echo Echo 1 as he ran beside Echo Echo 2.

"Don't." continued Echo Echo 3 as he ran beside Echo Echo 1.

"Think." added Echo Echo as he ran beside Echo Echo 2.

"So." finished Echo Echo 5 as he ran beside Echo Echo 3, completing the wall. Dittos 1 through 5 leapt toward the Sonorosian duplicates and created a dirt cloud, covering them. When the dust settled, the Splixson duplicates dog-piled on top of the Sonorosian duplicates, except for Echo Echo 2, who still had the football in his arms. Echo Echo 2 reached the touchdown zone and threw the football on the ground.

"TOUCHDOWN!" shouted Echo Echo 2 and his team cheered as they crowded together in celebration.

"Yahoo! Go Echo Echo! All of you!" Kurumu smiled as she waved her arms. The Dittos groaned before everyone heard a moaning sound. Everyone looked at the covered Moka, who is slightly moving.

"Oh-no! The spell is wearing off!" panicked Yukari. The Echo Echos and Dittos regrouped before they each merged into one. They were both bathed in green light before Moka uncovered herself and rubbed her eyes. When she opened them, she noticed Ben in his human form, Zack, Kurumu and Yukari looking at her panicky.

"Um…why are you guys looking at me like that?" asked Moka in confusion before the others sighed in relief.

**(The Next Day, Academy Classroom)**

They day had gone and soon Zack, Moka, Yukari, Kurumu, and Ben were all waiting in the classroom that Miss Nekonome had designated as the Newspaper Club Room. At the moment, the adviser herself was standing at the front of the room.

"Welcome to the Newspaper Club!" announced Nekonome happily, blasting a party popper. However, the mini celebration was lost on the teens and pre-teens as they looked around at the otherwise empty classroom.

"You got to be kidding me." muttered Ben.

"Are we the only members?" asked Zack.

"Of course not, silly! The club president seems to be running late!" replied Nekonome. Almost as if on cue, the door to the room slid open. Stepping inside was a young man who seemed to be at least a year older than the teens. He was wearing the school uniform, but without the tie and the first few buttons undone. He was also wearing a silver wolf head necklace. He had black hair which seemed to be untamed and held back by a headband. In his arms were two bouquets of flowers.

"Oh man. The first day and I'm already late." sighed the boy as he made his way to the head of the classroom until he was stood in front of the five younger students.

"Good morning all, my name's Ginei Morioka, but you can call me Gin for short. Let's all try to get along shall we?" introduced Gin. Gin flashed the five a smile before he handed the bundle of red roses to Moka and the white ones to Kurumu.

"I've gotta say this club really lucked out to have girls as pretty as you two joining us." smiled Gin.

Moka flushed slightly, not used to flattering comments. Although, she couldn't help but wish Ben was the one saying them to her. Kurumu just took it in stride. She was used to flattering comments, but also wished Ben would say that to her. Gin then looked at Yukari, who was in between the other two girls.

"And you must be Yukari Sendo." observed Gin, still smiling as he picked one rose from Kurumu's bouquet and gave it to the girl.

"I guess it's true what they say: big things do come in small packages. Welcome aboard." greeted Gin, making Yukari flush, wishing that Zack said that.

Ben groaned while he and Zack both rolled their eyes at Gin's antics. From the first look, they both knew that Gin was a ladies man.

"Great…and here I was hoping for a normal club." whispered Ben to Zack so no one else could hear him.

"Yeah, and now we need to put up with this flirting." replied Zack, glaring at Gin with great dislike for what he said to Yukari. Leaving the giggling Yukari, Gin turned to face Ben.

"And you have to be Ben Tennyson, the American Super Doppelganger that can change his limbs at will. You know, people have been talking about you so much I might have to do an article about you." complimented Gin.

"Don't even think about it." threatened Ben with a growl.

"Okay, okay. I never give up on a story though." smiled Gin before he looked at Zack.

"And you must be Zack Yamakasai, the pre-teen that has the strength to throw a person in their human form at least a mile away without transforming." smiled Gin, saying that he heard about what Zack did to Naga.

"Never knew I was famous." frowned Zack.

"Well, it looks like things are under control here." smiled Nekonome, completely ignoring the build-up of tension between the three boys.

"I have to attend a faculty meeting, so I'll leave things to Gin in the meantime. See you later!" called Nekonome as she left the room, leaving no room for interjection. Seeing the teacher's departure as his cue, Gin walked up and stood behind the desk at the front of the classroom. He placed both hands on the desk and leaned forward, observing his new club mates.

"Okay guys, for all you newbies, the School Newspaper is the source of all the information and news at Yokai Academy. As such, we are constantly on the search for new news everywhere. Anything that can be reported to the students." explained Gin.

"Yeah!" cheered the gang, the boys a little less enthusiastically than the girls. Seeing the new club member's determination, Gin continued.

"That being said, does anyone have a story idea for us to pursue?" asked Gin. The five new club members thought hard about things they had heard around the academy before Kurumu remembered something she had heard.

"Hey, what about the peeping tom?" asked Kurumu, causing Gin's face to tense slightly and Ben and Zack's eyes to glow with concealed anger. The two boys both had bad histories with perverts that caused them to have a vendetta against them. Seeing how no one replied, Kurumu decided to continue.

"Haven't you guys heard? There have been numerous reports of someone peeking in on the girl's dorm and changing rooms. They all happen at night and the only things the girls have been able to see is the silhouette of a man-beast and nothing else. The guy is so fast, no one has been able to get a good look at him." asked Kurumu.

"What a creep!" cried Yukari, pumping her fist into the air and shaking it angrily.

"Yeah, a peeper is the worst." agreed Moka with a nod.

"That can't be the only option." said Ben, drawing all the students' attention toward him.

"What do you mean, Ben?" asked Zack.

"I mean the speed. The pervert could be extremely fast, or has the power to teleport or invisibility." listed Ben with his fingers, making everyone cup their chins in a thinking pose, (except Gin, who sighed in relief instead, unnoticed by the gang.)

"You're right, Ben. The invisibility could be connected to the pervert's mind and when the girls look at him, he could turn invisible in the blink of an eye." agreed Yukari

"Doesn't matter what power this guy has. Let's catch this guy and teach him a well-deserved lesson!" shouted Zack, making no effort to hide his annoyance as everyone nodded.

"It's good to see that you all will be committed to this topic. In that case, our first assignment is to find informants who have seen this guy. After all, a journalist's strongest resource is the people: Lesson number one. We'll other student for their help in our investigation. While we're at it we can also put up other posters advertising the club as well." explained Gin while smiling.

"Shouldn't we be more concerned with catching the peeper?" asked Zack suspiciously as the others nodded in agreement.

"We are. We won't be able to talk to or even find all the people who have any description of the guy." replied Gin as he then took out one of the advertisement posters for the club from one of the desk drawers and grabbed a pen. He then squiggled a few words on to it before showing it to the club.

"So I've added this nice little addition to the poster." informed Gin. The five had to squint, but sure enough, at the bottom of the poster and small black ink read: _If you have any or know anyone with information about the peeping tom, contact the Newspaper Club in room 3-1._

"It would be nice if anyone besides a Galvan could actually see it." deadpanned Ben quietly.

"Ok then, I'll just make two more." said Gin taking out two more posters and scribbled on them as well. He then handed one to Moka, one to Kurumu and one to Zack and Ben.

"Ben, Zack, can you two go and copy this poster using the copier in the main office please? Take those two boxes over there and fill them to the brim. We're going to be covering a lot of ground." asked Gin, gesturing to a pile of small boxes in the corner.

"Fine." said Ben and Zack with a huff. They didn't trust Gin.

"As for you girls, you'll come with me and we'll ask around, as well as put those posters up." informed Gin as he turned toward the three girls.

"OK!" cheered the girls.

"Alright guys, let's move!" proclaimed Gin as the small group walked out the classroom and split up.

**(Academy Hallway)**

"Up a little more." instructed Gin. Kurumu and Moka were hanging up posters asking for information about the mystery peeper in the hallway and Yukari was making runs for more posters when they ran out. Zack and Ben approached them with two boxes full of copied posters. The male duo frowned as they took in what they was seeing.

Ben turned his head to Zack and nodded. Zack nodded back before Ben put his box on the ground. Ben's right arm turned into diamond.

"Use a scythe. It's a fact that a scythe is the scariest weapon." whispered Zack to Ben. Ben nodded before his diamond hand turned into a scythe.

_'Next time I see Tetrax, I have to thank him for this.' _thought Ben, remembering the times that Tetrax trained him as Diamondhead. Ben placed the diamond scythe around Gin's neck and pulled up slowly. Gin glanced down at what was at his neck.

"AAAAAAAAHHHHHH!" screamed Gin childishly as he jumps back. Zack and Ben burst out laughing as his scythe hand turned back to normal. Kurumu and Moka turned around and noticed Gin clutching his heart area.

"What was that for?!" asked Gin angrily. Ben frowned before his diamond hand turned into a hammer.

"For looking up my friends' skirts, you moron!" cried Ben as he slams Gin down the ground with his hammer arm, making a web of cracks on the floor.

"He what?!" cried both Moka and Kurumu as they jump off their stools and land on Gin's back, causing a bone-cracking sound and making Zack and Ben wince.

"That's got to hurt." smirked Zack.

**(Academy Cafeteria)**

After Gin's restoration with Clockwork, the rest of the day was spent putting posters all around the academy for the girls. Ben went to the library to research on what species has enhanced speed, teleportation, or invisibility. Zack and Gin started out by asking several girls about what they saw and whatever information they could offer. Of course, they could have gotten a lot more interviewing done if Gin hadn't spent half of their time flirting with the girls they talked to. Eventually, they stopped for lunch.

"Did you find anything?" asked Moka curiously.

"Not much. So far no one has gotten a good look at this guy. The results were the same. All they managed to see was some messed up shadow peeking at them. The second they saw him, he bolted." sighed Zack as he looked over his notes.

"He's a slippery one." muttered Gin.

"So you have nothing?" asked Kurumu disappointingly. She was looking forward to seeing Ben kick the pervert's butt.

"Well, I think this guy's using his true form to peek. And when I did the research, there were only a few options. The only one with invisibility is a chameleon monster and the only one with enough super-speed is a werewolf." answered Ben, causing Gin to stiffen, unnoticed. Ben wanted to add ghost to the invisibility possibility since he met a few in Danny's universe during the Morphoid invasion, but he's not sure if ghosts exist in this world as well.

"You think so? That might be a hint! There might be a few of those on campus!" wondered Yukari.

"It's something. Still, if we really want to get this guy, we might have to catch him in the act." informed Ben before he turned to Yukari.

"Yukari, we're going to need something to find the culprit if he's using invisibility, so I'm going to need you to find a spell that cancels invisibility." ordered Ben. Yukari nodded before she left.

"And the speed would also be the hard part." nodded Gin. He then looked over to Ben.

"Say, one of the girls I interviewed mentioned she saw someone suspicious over at one corner of campus. I think it sounds like a solid lead." informed Gin.

"You think so? Where is it?" asked Zack.

"Near the edge of campus. You know, one of those back lot places like where the incinerator is kept. No one goes there, but lots of people can see it. It actually makes for a good place for privacy." answered Gin.

"I'll bet that pervert has been creeping around there! I can't wait to give him what for!" growled Kurumu as she clenched her hands.

"You'll get your chance. Anyway, Ben, I want you to help me investigate this lead. I want Zack and the girls to keep putting up posters while we investigate. It shouldn't take too long." nodded Gin.

"You got it!" smiled Kurumu with a thumb's up.

"Great. Okay, Ben, let's get a move on. The sooner we investigate, the sooner we can catch this guy." grinned Gin.

"I'm on it!" nodded Ben and as he got up and followed Gin.

_'Why Ben? Out of all 5 of us, he chose Ben? I smell something fishy, and it's not a mermaid.' _thought Zack as he followed the older boys unnoticed.

**(Back of The Academy)**

The two young men headed around to the back of the school. It looked pretty bare save for the wall of a building with a small window and a nearby barrel. Ben looked around, finding that it didn't look too much like a secret hideout. In fact, it looked like no one would go there period.

"Are you sure this is the place?" asked Ben uncertainly.

"From what my sources tell me. I think he must be inside. Think you can take a look inside?" asked Gin.

"You're not still mad about the fact that I hammered you, are you?" asked Ben with a glare.

"Water under the bridge, but you didn't have to rat me out like that." frowned Gin.

"Sorry, but we're looking for a pervert, and you're being one." said Ben.

"Come on man they're both smoking hot." said Gin.

"They're my friends." growled Ben.

"I guess that's all they are to you but that Moka what a cutie." said Gin.

"You're not going to get any closer to asking her out by looking up her skirt." said Ben.

"Let's just drop the subject and find the culprit." frowned Gin. Ben looked around and noticed the barrel. Ben slowly walked toward it while Gin took out a camera from his back pocket with a grin. Gin put the camera in front of his face as Ben lifted his arm. Gin's grin slightly grew until it dropped into a frown as Ben's arm became diamond and formed a blade before he used it to cut the barrel open. Gin gaped at this before Ben opened the barrel and put his human arm in.

"Nothing here, Gin. Not even some sort of lever for some secret base." groaned Ben before he took out his human arm and used his diamond arm to squeeze it to the ground. Ben's diamond arm turned back to normal before he turned around and noticed the camera.

"If you were hoping to take a victory pic, then you're out of luck." shrugged Ben as he left with his hands in his pockets. Gin frowned but shortly grinned when he reached into his pockets and took out a brown wig and green eye contacts.

"Good thing I got a back-up plan." smirked Gin.

**(Outside the Academy)**

Zack is currently running to Ben's dorm room. Zack had witnessed Gin impersonating Ben and making sure that his camera timer was set to frame the young Tennyson and made sure that none of the girls had managed to get a good look at him so he could draw more suspicion toward Ben. Then again, being an American in a Japanese school might make it pretty easy for him to be identified. Soon enough, Zack was heading to find his friends before Gin tried to trick them. Unfortunately, Gin had a better plan than that. Walking past a bulletin board, Zack froze in horror when he saw that the front pages of the next school newspaper were posted in plain view. The big picture on the front was Gin as Ben looking inside the girl's locker room.

"Oh, he is so dead." growled Zack while his eyes flashed crimson. Whispering started up behind him and he saw several students whispering about Ben, thanks to his enhanced hearing. Many of the girls looked on in distaste. Things were starting to look bad for his only male friend.

**(Ben's room)**

The door to the room was thrown wide open as Zack stormed inside. When Zack entered the room, he noticed that the room is empty. Zack was going to leave until he noticed a note on Ben's bed. Curiosity getting the better of him, Zack went to the bed and grabbed the letter before unfolding it.

_Dear, Moka, Kurumu, Yukari or Zack. If any of you are reading this, then that means I am currently busy on how to stop the peeping tom. While Yukari, (I mean you if you're reading this, Yukari) is working on countering the invisibility, I am working on how to counter the speed variable. I'm not saying where or how in case someone else reads this letter. From: Ben_

Zack began to sweat nervously. Ben doesn't know about the impersonation, and if some random student who seen the picture finds him, they'll alert the whole school on Ben's location.

**(Academy Rooftop)**

Zack is currently leaning against the railing of the rooftop, trying to catch Ben's scent in case he flew to where he needed to go, but he couldn't catch his scent. Zack didn't bother trying to smell on the ground, since Ben probably used one of his speed aliens, and the wind probably scrambled his scent.

"Zack!" cried a familiar voice.

"Huh?" blinked Zack. He turned up to see a rather upset Moka.

"Moka?" asked Zack.

"Zack, have you heard about Ben being the peeping tom?" asked Moka bluntly. Zack nodded with a frown.

"Do you think it's true?" asked Moka.

"No it isn't! (pulls back from the railing) Honestly Moka, Kurumu throws herself at Ben all the time! If he doesn't react like a pervert when she presses herself against him and stuff, do you really think he'd go around peeping at girls?" asked Zack.

"Well… I saw the front page picture." mumbled Moka, still looking upset but also a little guilty.

"You got to be kidding me! Even if Ben was the peeping tom, why would he stay in his human form if he could've turned himself invisible so no one could see him?!" cried Zack, telling Moka the logic about Ben's stealth.

"Gin tried to make Ben look into the girls' locker room, but Ben was more observant since there was a barrel there and he thought that the pervert was inside or some sort of entrance to a secret lair! Next thing I know, Gin's taking a picture of himself wearing a wig and contacts to make himself look like Ben saying he's caught the peeper!" added Zack.

"But, why would he lie? He seemed so nice, despite him looking up my skirt." asked Moka, making Zack face palm, now seeing why the others called her too oblivious.

"Moka, people aren't what they seem and in this school that rule applies to EVERYONE. And, for WHY he would lie, he was probably still mad about Ben ratting him out!" answered Zack.

"How did you know he didn't do it?" asked Moka.

"I was following them because I had a sneaky suspicion about Gin. How can you doubt Ben?" asked Zack as his fangs bared.

"Well, pictures do speak a thousand words." said Gin as he appeared out of nowhere. In his hand and spread out like a fan were the pictures of Gin impersonating Ben and being the Peeping Tom.

"Who are you gonna believe, Moka? This little kid or me?" asked Gin with a wolfish grin. Zack clenched his fists. He hated being called a little kid since he skipped grades. Moka looked terribly indecisive at the moment. On one hand Zack was telling her that Ben was innocent and that he witnessed the event. Meanwhile, Gin was saying he had caught Ben in the act and had the photos to prove it. Still, Moka knew that doing something like peeping was completely out of Ben's character. He just didn't seem to be the type who would be interested in doing that sort of thing. Even if he was, he could have used an alien with invisibility, like what Zack said. Gin seemed like a good person too, but what kind of person would frame another for peeping?

"Who we shouldn't believe is you!" cried a familiar voice. All three students turned to where he voice was coming from. It turned out to be Kurumu and Yukari. Both were dressed up like detectives. Kurumu was in a Sherlock Holmes getup while Yukari was in something like a Japanese detective getup. Both of them looked pretty serious despite the situation and what they were wearing. Zack was just wondering where they had gotten their outfits.

"Kurumu? Yukari?" asked Moka in surprise.

"What are you two girls doing up here?" asked Gin.

"And why do you both look like female versions of Sherlock Holmes?" added Zack, equally confused.

"You see, Zack. After the news got out, me and Yukari did some investigating to clear Ben's name." began Kurumu.

"Of course Big Bro would never do such a thing as peep. So we looked for clues." added Yukari.

"Take a look at these photos!" cried Kurumu as she brought out several shots of Ben's 'peeping' that they had gotten for themselves.

"We can only see the top half of Ben! Gin's article said that he used a barrel to look! How did he know that?" asked Kurumu.

"That's a good point. (turns to Gin.) How did you know?" asked Moka.

"T-that's. (gulps) That's because I went to the scene after all the excitement. Since the barrel was there I assumed he used it. I've never been there so I had to guess." answered Gin.

"So you also know that Big Bro had moved the barrel originally?" asked Yukari skeptically.

"He had to. I mean, there was nothing else there originally." answered Gin nervously.

"Oh? Didn't you just say that you had never been there before? How would you know that nothing was there originally?" smirks Kurumu, seeing her opportunity.

"Uh?" gulped Gin.

"Obviously you knew that there was a good peeping spot there." answered Yukari while folding her arms. Gin grimaced, realizing that he had been caught in a lie. He broke out in a cold sweat for a moment before he managed to put on a cool smile.

"Okay, okay. I have been there before. I also know that the barrels could be used for support, but come on. There's no proof that I was there." frowned Gin.

"Sure we can, Gin." smirked Kurumu.

"Huh?" blinked Gin in shock.

"You see, when the female students got outside, they found a flattened barrel, and noticed the top was cut open, and from Zack's story, Big Bro was responsible for that." explained Yukari.

"And if you look carefully at the picture, you would noticed that Ben has his uniform worn like Gin, he has the exact same wolf necklace and he isn't wearing his limiter." added Kurumu as Moka squints and noticed that Ben isn't wearing the Omnitrix and a few spots of black hair are visible.

"In other words. That flattened barrel was there for the crime and immediately afterwards, when it was thrown out. Besides those at the scene, it was impossible for anyone else to know that barrel was there! Since you're a few inches taller than Big Bro, the barrel was tall enough for you to tiptoe up. We even have witnesses who say you had moved that barrel there before the crime happened!" added Yukari.

"But why would he try to frame Ben?" asked Moka, making Kurumu smirk.

"I've been hearing that Gin was talking to some girls about your relationship with Ben, and they told me that Gin was acting crazy when they said that you kiss Ben's neck, and the fact that we hang out with Ben makes every male student jealous of him, so it was bound to happen when one of them tries to frame Ben to have either or both of us, and Ben being from America only makes it worse." answered Kurumu.

"Then that means…" gasped Moka as realization came to her.

"The real criminal…is YOU!" cried both Kurumu and Yukari as they pointed at Gin accusingly.

"Uh…uh…," gulped Gin as he backed away. As he stepped, several photos fell out of his jacket. All of them depicted girls in obvious forms of undress and completely unaware that anyone was watching them. He also dropped a brown wig and green eye contacts. With this undeniable proof, Gin knew that he was busted.

"Enough of this! Since I can't use trickery, I'll just make Moka my woman by force!" frowned Gin angrily. Gin leaped up into the air with blinding speed before he landed at the other end behind Zack and the girls. Growling, Gin's body began to swell with raw and wild power. His face sprouted gray fur before turning into a canine snout while his ears relocated to the top of his head.

"A werewolf!" gasped Yukari.

"They're supposed to be on par with vampires in power!" cried Kurumu. Zack only frowned in response since he is half-werewolf and Gin gives half his kind a bad name.

"Because of you I'm ruined! Now, if I can't have Moka by trickery, I'll just use force!" snarled Gin as he lunges toward the incomplete gang.

"BEN, HELP!" cried Moka and Kurumu, hoping their love interest can hear them.

"GALACTICYCLE! CHARGE!" cried a familiar voice as green lasers blast Gin away from Zack and the girls. Zack and the girls turn to see what appears to be a teenage boy wearing a black T-shirt, a green jacket with white stripes and the number 10 on it's left side, and green finger-less gloves. The face is covered by a black biker helmet with a visor. He is on a black-and-green motorcycle with green circuitry lines on the black side and black circuitry lines on the green line, with the legs seemed to be merged with it.

"Who the heck are you?!" growled Gin, who is momentarily stunned from the lasers. The boy remained silent as his legs separated from the motorcycle while the green-and-black coloring became blob-like and the legs, now revealed to be wearing blue jeans and black-and-white sneakers, absorbed the substance, revealing the motorcycle to be highly-advanced and is black with green flames painted on the front. The boy got off the motorcycle before removing his helmet, revealing Ben with helmet hair and a frown.

"BEN!" cried Zack and the girls as they approached him, ignoring Gin.

"You're alright!" smiled Kurumu as she hugged Ben, while blushing when she felt the toned chest. Ben kept the helmet under his arm.

"Where were you?" asked Yukari.

"And where did you get such a cool bike?!" asked Zack as he and the girls noticed the motorcycle Ben was riding.

"It's what I was working on to counter the culprit's speed. Meet the Galacticycle. I've started building it since the first school week, and with the current situation, I had to accelerate the process. The headmaster let me borrow the garage part of the academy and some tools so I could build it. That's why I wasn't in my room when you checked, Zack." answered Ben.

"How did y-" started Zack.

"I installed security cameras in my room in case someone breaks in during class." interrupted Ben before he noticed Gin, still stunned.

"So I was right about a werewolf being the culprit, but who's the werewolf?" asked Ben while pointing at Gin, saying that he didn't come soon enough to see Gin transform.

"That's Gin. He tried to frame you by pretending to be you and taking a picture." answered Yukari as she showed the same picture Gin had. Ben took the picture with his free hand before noticing the background.

"Wait a minute! This picture was taken where Gin said the pervert was hiding!" realized Ben.

"That's right! You were behind the girls' locker room, so Gin tried to trick you into looking inside." informed Zack, making Ben blush in embarrassment.

"You didn't know it was the girls' locker room, didn't you?" deadpanned Yukari, getting a head shake as a response before they heard bones cracking. The gang looks to see Gin stretching his limbs.

"The stun lasers wore off!" exclaimed Ben before Gin lunged toward them.

"NOW TO FINALLY GET RID OF YOU SO MOKA CAN BE MINE!" shouted Gin. Reacting quickly, Ben activated the Omnitrix and slammed it before bathing in green light. Before Gin could attack, he got punched in the face by a blue fist, sending him to the railing. Ben has transformed into a feline-like alien with a black suit-like color scheme. His hands, legs, part of his head, and chest are colored blue. He has blade-like spikes on his forearms and legs. He also has black Wolverine mask-like fins around his green eyes. He has a triangle-shaped nose, and a thunderbolt-like design down his chest. The Omnitrix symbol is on his chest.

"FASTTRACK!" cried the Citrakayah.

_**FLASHBACK ON HOW HE OBTAINED THIS FORM**_

_13-year-old Ben is currently running on a sidewalk toward a stolen car driven by bank robbers, going 200 miles per hour. Ben activated the Omnitrix before XLR8's silhouette appeared on the dial. Ben ran in an alleyway before a green flash occurred and a black-and-blue blur came out of the alley, chasing the robbers._

_"With this getaway car and all this cash, we'll be rich in no time!" smirked the bank robber riding shotgun as he jerks his thumb to the bags of money behind them. The driver smirked before he looked at the mirror and noticed a black-and-blue blur chasing after them._

_"Oh-no, XLR8 found us!" frowned the driver before he noticed that his accomplice is missing. He turned his head to the window before a black-and-blue blur consumed him and took him out of the car. The driver appeared beside his accomplice on garbage bags, both unconscious. The black-and-blue blur stopped in front of a window display, revealing Fasttrack, except he is slightly less muscular and has the original Omnitrix symbol on a black-and-white belt. Fasttrack looked at the window display to see his reflection._

_"Hey! I'm not XLR8! But I do look way cooler." smirked Fasttrack before he heard a police siren._

_"The cops can take care of this! I got to make tracks." said Fasttrack before he ran in a blur from the robbers._

_"Tracks. Fast. Fasttrack! Not so bad!" smirked Fasttrack as he continues running._

**_FLASHBACK END_**

"Doesn't look too impressive." snorted Gin.

"Looks can be deceiving, Wolf Boy." smirked Fasttrack. Gin snorted again before he lunged, expecting Fasttrack to be an easy target. To his shock, Fasttrack managed not only to avoid the strike, but return a counter-blow with his fist, smashing it into his snout.

"Ow!" cried Gin as he stumbled backwards. Looking forward, his eyes widened as he saw the Citrakayah charging at him with a speed that exceeded a werewolf. Gin was slugged across the face with a rapid punch from Fasttrack, which felt like a dozen. The stunned werewolf skidded across the roof and came to a stop. Groaning, he got back to his feet with a snarl.

"You want to make this a test of speed? Fine!" snapped Gin. Using every bit of power his body allowed, Gin charged at Fasttrack.

"Not bad. Could be better though." nodded Fasttrack. With that, Fasttrack sped out of Gin's sight. The angry werewolf skidded to a stop on the ground, trying to find where he had gone.

"Where did he go?" asked Yukari before Zack noticed something on the wall.

"What's that?" asked Zack as he points at the wall, drawing everyone's attention toward it. They became shocked when Fasttrack RAN out of the wall and gave Gin's snout a wicked uppercut, sending him skidding across the ground and came to a stop at the railing.

"How did you do that?" asked Gin with a snarl.

"I've vibrated my molecules quickly enough to achieve intangibility. It took a few years of practice to master it." smirked Fasttrack, remembering the training he had with XLR8 and Fasttrack. Gin growled as he got up and lunged at Fasttrack. The Citrakayah just dodged all of Gin's attacks like they were nothing. It was then that Fasttrack noticed that Gin was getting…slower. Fasttrack smirked and then ducked under a swing before ax-kicking Gin.

"Getting slow, Fido?" mocked Fasttrack.

"What?" asked Gin, confused.

"Look up in the sky." pointed Fasttrack. Gin did and his eyes widened as he saw the moon had been covered by clouds.

"My power-!" began Gin.

"Is getting decreased! Now, it's time to finish this!" smirked Fasttrack as he then tapped the Omnitrix emblem on his chest and in a flash of green light Fasttrack changed into a werewolf-like alien with a black mane and tail. His muzzle is white and the inside of it is green. He has bright gray fur and is wearing a black-and-white body suit from thigh to chest. The Omnitrix symbol is on his chest over the body suit.

"Blitzwolfer!" howled the Loboan.

"What the-?!" gaped Gin.

"He's a werewolf too?!" gasped Yukari in shock.

"That's AWESOME!" cried Zack with his arms in the air.

"Wow! He's better looking that Gin anyway." complimented Kurumu as a sultry look then entered her eyes.

"Grrr!" growled Gin angrily. His sharp hearing had caught Kurumu's comment. It wasn't enough that Ben was getting their attention through his foreign looks and weird forms, but he also has to be a better werewolf? The kid was dead! Before Gin could begin his charge, a furry punch hit his face, courtesy of Zack in his vaewolf form.

"Want to tag-team this perv, Ben?" asked Zack. Blitzwolfer nodded before he lunged at Gin and punched Gin in the face while Zack swiped his tail at Gin's legs, forcing him to fall backwards before both Zack and Blitzwolfer punched his gut, knocking the air out of him. Before Gin could recover, Zack grabbed his neck and bat wings came out of his back before he flew up and took Gin with him. Zack grabbed Gin under his arms before he swirled and threw Gin down toward Blitzwolfer.

"Girls, get behind me and cover your ears." warned Blitzwolfer. Moka, Kurumi and Yukari did as told and pressed their hands over their ears. Blitzwolfer then opened his mouth, which opened up in four sections and then he unleashed his sonic howl. It came out in the form of green sonic energy that slammed into Gin at full force. Not only was Gin caught by surprise by the impact, he was also sent flying higher into the air. They all watched as Gin came crashing down, unconscious and injured by Blitzwolfer's sonic howl and Zack's toss.

"Hmph! Lightweight!" snorted Zack as he enters his human form, along with Blitzwolfer in a green flash. Gin was definitely down for the count and wouldn't be peeping on anyone for a while. Heck, walking might be problematic for a while.

"Boy did that feel good. I mean, I know it shouldn't but after what he tried to put me through…" grinned Ben.

"He deserved it." shrugged Kurumu.

SMACK!

The sound of Moka slapping Ben in the cheek shocked everyone. Moka also has small tears in her eyes, and unnoticed by anyone, her eyes are night black.

"YOU LIAR!" yelled Moka.

"What's the deal?!" growled Zack.

"You said that you could only become aliens, but you turned into a werewolf! And you never told us about building that motorcycle when you started! You've been keeping a secret from me since we became friends!" yelled Moka with her arms down.

"Hey! Believe it or not that was an alien. Grandpa said they were called Loboans. They come from a galaxy called the Anur System." frowned Ben, stunning his friends while Moka's eyes turned to normal.

"Wow! How'd you know that?" asked Yukari.

"I met a Loboan. He was hiding out in America, snatching tech from people to build a transceiver. Nasty guy too. I fought him and the Omnitrix absorbed his DNA, letting me change into Blitzwolfer. The change was so slow though. I thought I was turning into a werewolf." answered Ben.

"Wow, alien werewolves." breathed out Yukari in awe, making Ben smirk.

"The Loboan I was fighting also has a few partners. An alien mummy known as a Thep Khufan, a Frankenstein monster alien called a Transylian, and an alien ghost called an Ectonurite." smirked Ben while the others gaped.

"Speaking of werewolves, what do we do about this perv? I say we should just leave him." asked Kurumu as she points at the downed Gin.

"As much as I want to, we'd better get him to the infirmary. A perv and liar he might be, but we just can't leave him." sighed Ben while rubbing his temples.

"Um…Ben?" asked Moka nervously.

"What is it, Moka?" asked Ben.

"I'm sorry for doubting you and saying all that stuff about secrets! I shouldn't have doubted you at all. I knew you wouldn't do such a thing as peep!" answered Moka while bowing.

"Hey, I forgive you. So, who wants to take this perv back to the infirmary? I need to get the Galacticycle in my dorm room unnoticed." smiled Ben.

**(Newspaper Office)**

With the Newspaper Club's resources, Ben's name was cleared and the true culprit was exposed, which pretty much ruined Gin's reputation. Still, the werewolf, after much thinking in the infirmary, had to admit that Ben and Zack were tough and he should be careful. It didn't mean he was going to give up on Moka, though. It just meant he would try less sneaky means. Gin was also planning on pairing Ben with Kurumu so Moka wouldn't pursue him anymore. Currently, Kurumu was trying to get the copier to work and was becoming frustrated.

"Work, you stupid machine! (shouts angrily as she slammed her palm on the top.) Work already, darn it!" frowned Kurumu.

"Need help?" offered Ben as he put down a stack of papers on a desk.

"Oh, if you don't mind, Ben." said Kurumu sweetly.

Ben looked over the machine and knew just what to do. His arms became slightly bulky before they turned black and green with green circuitry lines on the black side and black circuitry lines on the green side.

"That looks like... " paused Kurumu.

"Yeah, the same stuff my legs were made of when I was riding the Galacticycle. I'm going to use the same powers with the machine." finished Ben before he cracked his knuckles.

"Leave it to me." grinned Ben with a thumbs up. Backing away, Kurumu let Ben do his thing. The Galvanic Mechamorph armed Anodite/Human hybrid laid his hands on the copier and his arms fused with the machine, turning it black with green highlights and circuitry designs.

"How many copies?" asked Ben.

"Uh…well, Gin wanted somewhere around one hundred." replied Kurumu, still in awe about what Ben had done. Still, she really shouldn't be surprised anymore.

"Think you can do it?" asked Kurumu.

"Easy. Just keep giving me paper." answered Ben. With that, Ben went to work. Several copies of the pages Kurumu wanted to copy were made by Upgrade's arms. The succubus took a look at the copies and her eyes widened in shock.

"Woah! The pictures are in color! And they aren't blurry from the copying process either!" gasped Kurumu as she admired the superb quality of the copies.

"You rock, Ben!" smiled Kurumu as she kisses Ben on the cheek, making him blush.

"Naturally." chuckled Ben as his blush died down. Once his arms separated from the machine, they turned back to normal.

"It's what I do." grinned Ben.

**Omarnosian10: Done. I have a confession to make.**

**Ben: The author doesn't read the R+V manga, and only watched the anime.**

**Omarnosian10: _Only _because I don't know where to read the manga online for free because my mother doesn't like me using a credit card on my computer.**

**Yukari: So it's obvious what the next chapter is going to be, right?**

**Moka: Yeah, the one when we encounter Mizore.**

**Kurumu: The author told me that he'll call it, 'A Chill From The Past'.**

**Ben: My past is different in this story, so only Mizore will know me.**

**Omarnosian10: That's right. I need you readers to PM me which website has free manga so I could make more chapters, and soon, I'll have a new poll for OC aliens. Until next time.**


	7. Chapter 7: A Chill from the Past

**Chapter 7: A Chill from the Past**

**Omarnosian10: Hello, readers. I don't have any questions from you, so I'll just cut this short. ON WITH THE SHOW!**

**(Ben's room)**

Ben would never admit that he'd been scared before in his life. But there were those times when he'd been absolutely terrified. Like, when he faced Zombozo for instance. That had been scary. But, like any other hero, he faced his fears and saved the day. But, he was a little scared whenever he was late for school, which was why he was in so much of a hurry to get ready for school.

"My tie! Where's my tie!" panicked Ben as he slipped on his jacket while looking around frantically. His hair was a mess and his shirt was not tucked in and wrinkly.

"Oh, found it!" said Ben in relief. He then stared at the clock.

"Darn, I'm late! Ms. Nekonome is SO gonna kill me!" panicked Ben. It had been awhile since Ben had come to attend Yokai Academy on a special exchange program. Finding out it was a school of monsters didn't surprise him. He himself had faced various monsters, like Vilgax or Kevin 11 as well as a myriad of villains, all from Earth, beyond Earth, and other Earths. He still came up on top with a little help from Gwen and Max and his Nicktoon allies during the Morphoid must miss having him around… Ben didn't have time to reminisce when he realized he only had 5 minutes before the bell rang. So, after setting the Omnitrix to the alien he wanted to become, he slammed down his hand and in a flash of green light he changed.

"Fasttrack!" cried the Citrakayah before he ran out of his dorm room in a blur. He then came back.

"Almost forgot! (picks up his bag.) Now I'm set!" smirked Fasttrack.

**(Outside the Academy)**

He then rushed right towards school and made it to the gate with only a minute to spare. He reverted back to normal and with a sigh walked towards the main building. Ben suddenly shivered.

"A draft?" guessed Ben. He shrugged and then headed to the school, hoping to meet his friends. Nobody at home would believe his luck with girls here. Speaking of 'luck with girls', a cute girl in a sweater and purple striped stockings with long purple hair peered at Ben from behind a tree.

"Jiiiiiiii…" uttered the girl as she smiled wistfully before retreating.

**(After class)**

Ben scratched his head as he walked out of the school building. He was actually relieved when he finally remembered that he'd purposely put his alarm clock 10 minutes early, so he was actually early and not late. It had taken some time, effort, and one sleepless night, but the newest edition of the Youkai Academy school newspaper was ready to be distributed tomorrow. The actual handouts would be during the next day. Ben was just glad that the work was over and he could take a break from it for a moment. The Newspaper club had been sending out editions since Gin managed to stay behaved. Having his butt handed to him by Ben, Zack and several VERY upset girls finishing the job helped changed his attitude. With everyone on board, the Newspaper Club managed to start actually making newspapers, much to Ms. Nekonome's delight.

"Well, hopefully we'll do as well as we did before." sighed Ben. Truthfully, he knew why they sold so many papers. Most of their customers were boys who wanted to talk to Moka or Kurumu. Chief among them were the three fanboys of doom. The other reason is because some of the boys were victims of the Swimming Club incident and they were grateful for Ben when he revived them. Snapping out of his thought, Ben felt a chill run down his spine. Looking around, he didn't see anything out of the ordinary. Deciding to ignore it, Ben rubbed his arms to try and get some warmth on them.

_'This must be how Danny felt when he unlocked his ice powers.' _thought Ben, remembering the adventures the Nicktoons exchanged before their departure. As Ben continued walking, he didn't notice someone stepping out from behind a tree. This person was a girl with long violet hair who was wearing a sweater along with the skirt for the Youkai Academy's girls uniform. Her sleeves were long enough to partially conceal her hands. Her eyes were a pale blue and a lollipop was sticking out of her mouth.

"Jiiiiiiiiii." sighed the girl softly as she watched Ben walk. A fond smile came over her face.

"Ben! Wait up!" called Moka as she ran up to Ben and hugged his arm.

"Let's walk home together!" suggested Moka.

"OK, Moka." smiled Ben.

"Hey, I wanna walk home with him too!" snapped Kurumu as she suddenly appeared and grabbed Ben's other arm. It soon turned into a tug-o-war with him in the middle. Finally, Yukari leapt onto Ben's back.

"Big Bro, can you change and fly me back to the dorm?" asked Yukari. Ben groaned.

'_Why me?_' mentally complained Ben.

**(The next day)**

The next day, before school started, the Newspaper Club was out in front selling the latest issue of the Yokai Academy Newspaper. With Kurumu and Moka helping to sell the papers, the boys fought over to buy copies while the girls were also fighting over to buy papers from Ben. Ben was becoming quite popular with the girls because of his ability to become a variety of strange and powerful monsters, and not to mention some girl in the Swimming Club incident took a photo of Ben's bare upper body and showed the others, while being envied by the boys for having the friendship of the hottest girls in campus. The bubblegum pink haired vampire and blue haired succubus were his closest friends here because they knew his secret. It was the same with Yukari and Zack. Once in a while, the pre-teens flirted with each other.

"Wow, we sold out!" exclaimed Moka in amazement. Ben wiped the sweat off his brow. It was hard work but still worth it. Oddly enough, but actually expected, was Gin's absence whenever any REAL work was involved. With no more papers to sell, the Newspaper Club began to pack up. They had to get the stuff for the club put away before they could head into class. Yukari and Zack set to work with boxes while Kurumu and Moka went through the paperwork that they brought with them to keep track of numbers. Ben was delegated to the task of folding up the table that they had brought out to help them. Suddenly, Ben felt another chill run down his spine. Looking up, he saw someone approaching. From first glance, the person approaching was an attractive girl with long purple hair. She wasn't wearing the complete uniform and she was eating a lollipop.

"It's strange. You people can get along so well. I don't get it." spoke the girl softly, stepping up to Ben.

"Are there anymore papers left?" asked the girl.

"Uh…" blinked Ben, but quickly came to his senses. Checking all his pockets, he managed to produce a copy of the newspaper. He had bought it earlier for articles he wrote so he could send it back to his family. Still, this girl had asked for one.

"Just one. Here you go. It might be a little wrinkly though." warned Ben. Indeed the paper was a little wrinkled from being in Ben's pocket, but that only served to make the girl's eyes light up. With a gentle smile, she took the paper and held it close.

"Thank you. (nods) You are very kind, Ben Tennyson." complimented the girl.

"Huh, you know who I am?" asked Ben.

"Oh, everyone knows who you are, and who could forget the boy who made a summer Christmas 5 years ago?" asked the girl with a mysterious yet cute smile, making Ben's eyes widen.

"I'll see you later." waved the girl. She then glided away without another word.

"Ben, who was that girl? Do you know her?" asked Moka jealously.

"No, but maybe I unintentionally saved her before since I saved millions of lives and can't remember them all." admitted Ben.

"Well, whoever that girl is, we probably won't see her again." said Kurumu hopefully. She already has a rival for Ben's heart already and didn't want anymore competition.

"OK, but we better hurry or we'll be late for class." said Ben.

**(Academy Classroom)**

As Nekonome was about to begin the day's lesson, the door slid open and the girl from earlier walked into class, causing Kurumu, Ben and Moka to stare.

"Huh? She's in our class?" commented Ben with a questioning gaze.

"Sorry I'm late." apologized the girl.

"Ah, Shirayuki-san. I'm glad you finally came. Please, take your seat." ordered Nekonome. The girl bowed and went to her seat, which was at the front of the last row that Ben sat in.

"Mizore Shirayuki-san was ill so she couldn't come to school. I'm glad she's feeling better now." explained Nekonome.

"I am." nodded Mizore before looking over her shoulder at Ben. The boy blinked.

"Now, as I was saying…" spoke Ms. Nekonome as she started the lesson.

**(Academy Hallway)**

The classes ended for the day and the students were milling about, minding their own business. At the moment, Moka, Kurumu, and Ben were meeting up. To celebrate being completely sold out, the Newspaper Club was going to be hosting a party in their club room. Zack and Yukari was already collecting party favors and the three remaining members were talking details.

"So we'll meet up in the club room after we finish buying everything. Is that okay?" asked Moka.

"Hey, Ben. I'll bake my special cookies for you. You'd like that wouldn't you?" asked Kurumu. Kurumu's statement was punctuated by her pressing herself against Ben, making sure her breasts were pressed tightly against him.

"Kurumu-chan! You're doing it again!" huffed Moka before she grabbed the amorous succubus by the shoulder and began dragging her away.

"Hey! Wait! I wasn't done!" cried Kurumu as she was dragged away.

Ben heaved a sigh. He was probably not going to get used to Kurumu's ways of showing her affection. Most guys he came from would welcome such attention but that just proved they were hormonal perverts. Rubbing the back of his neck, Ben suddenly got the feeling that he was being watched. Turing around, he looked for some sign that someone was there. He found it when he spotted someone's shoulder sticking out from behind a pillar. Frowning, Ben's arm turned into the Bloxx Cannon before he aimed it at the pillar.

"Whoever is there either comes out or gets a load of blocks." threatened Ben. Things were silent for a moment. After a breath, the familiar form of Mizore Shirayuki poked her head out from the side with a friendly smile on her face.

"Hi." greeted Mizore.

"Ah, Mizore. How are you?" smiled Ben as his arm changes back.

"I am well." nodded Mizore as she walked closer to Ben. Reaching into her pocket, she withdrew the copy of the paper that Ben had given her.

"I read your article. As always, it was very good." complimented Mizore.

"Oh, thanks." smiled Ben. He had been slightly worried that no one liked his articles. He was mainly writing about some of his adventures since coming to Youkai Academy. He wasn't very experienced in journalism so he only wrote what he knew about. He also did current events which kept the interest of the student body.

"You always read my articles?" asked Ben.

"Yes." smiled Mizore. Reaching into her sweater, she pulled out a blue book with an ornate silver heart on the back and a white rabbit on the front.

"When I was away, I asked Ms. Nekonome to send me copies of the School Newspaper. I found your articles interesting so I kept them in this scrapbook." complimented Mizore as Ben takes the book.

"Oh, thanks. I'm glad somebody likes them." smiled Ben. Opening the book to see what articles Mizore had kept, Ben was surprised to see that the odd young woman had been writing comments next to the articles. There were so many of them Ben had some trouble reading them all. Some were pretty tiny so he wasn't sure what they were saying. He could use Eye Guy's enhanced sight, but he doesn't want to freak Mizore out.

"I made some comments of my own too." added Mizore. She began to smile gently as she drew a circle on the floor with her right foot.

"You always write your articles from an outsider's point of view. I can really relate to that." nodded Mizore. To Ben's surprise, Mizore almost seemed to glide over to him before she wrapped her arms snugly around one of his own and contentedly rested her head on his shoulder. Ben blushed at the contact. Mizore seemed to be a little cold, which Ben reasoned was why she was wearing a sweater instead of the standard uniform jacket.

"I can't help but feel that our personalities are the same. You must be pretty lonely too. With a good family, but no friends. I know how that feels." sighed Mizore.

Ben frowned a little at the declaration. He did feel pretty lonely sometimes. Moka, Kurumu, Yukari, and even Gin were all good friends, but it still felt lonely a little when he couldn't hang out with them. He was also the only human/alien hybrid and American in the entire academy. He tried not to think about it and instead he focused on the good things he had since coming to the hidden school. He had made a lot of great friends and was having lots of fun too. But then again, if she knew about the Summer Christmas incident 5 years ago, then maybe she also saw his grandpa and cousin.

"I do feel lonely sometimes. I miss my family, my cousin and grandpa the most, but I don't feel it as often. I do remember how it feels, though." admitted Ben.

"Then we do understand each other. Do you want to hang out? I know a nice place." smiled Mizore.

"Well…actually…" hesitated Ben. He still had to head to the party with Moka, Kurumu and the others. Still, he did have some spare time and he could use it to get to know Mizore better. She looked like she really wanted to be friends.

"I guess…we could hang out for little while." smiled Ben, along with Mizore. She began tugging Ben's arm so he could follow her.

"This way. I'll show you where I like to spend my time." informed Mizore.

**(Academy Pond)**

"See that? It skipped 5 times." pointed Mizore after skipping a stone across the lake. Ben applauded, returning the smile she was giving him. She then placed a pebble into his hand.

"Now, you try." said Mizore. Gripping the pebble, Ben looked across the lake and tossed it at the lake, skipping it on the water until it escaped their sight.

"Impressive. Not even I could skip it as half as far." complimented Mizore.

"Football practice helps." informed Ben.

"My favorite sport is hockey." smiled Mizore before Ben remembered something.

"Mizore, there's something I want to ask. (Mizore nods) How did you know about the Summer Christmas incident 5 years ago?" asked Ben.

"I was one of the elf victims, along with my mother and father." answered Mizore before she hugged Ben.

"But you saved us from the curse, along with everyone else. I never got the chance to thank you." added Mizore. Ben started to shiver a bit but then he remembered something.

"Hey, Mizore, I'm really sorry to cut this short but I really got go. My friends are setting a party at the Newspaper Club Room. You could come if you want." offered Ben. Mizore pulled back and frowned.

"You want to see those girls, don't you?" questioned Mizore.

"Those girls? Are you talking about Moka and Kurumu?" asked Ben. Mizore smiled placing a hand against his cheek.

"But don't worry, I've taken care of them and soon you won't have to worry about them trying to kill you ever again…" sighed Mizore.

**(Club Room)**

Moka was in the club room, snacks and drinks on the table, sitting in a chair as she waited for Ben.

"He's late. Where could he be?" mumbled Moka before she heard the door slide open. Smiling, she looked up to see if it was her friends.

"Ben?" frowned Moka when she saw that it was that girl in class. Mizore Shirayuki.

"Shirayuki-san?" asked Moka.

"Moka Akashiya. You are an eyesore." said Mizore as she stalked towards Moka. Moka backed away in fear as she felt the temperature drop.

"Shirayuki-san, what's going on? What are you doing here?" asked Moka.

"I think it's better for Ben to live if you just…" paused Mizore. She lunged forward and covered Moka's mouth. Moka struggled to remove Mizore's cold grip from her mouth.

"Disappear, you blood sucking parasite." insulted Mizore.

**(Academy Hallway)**

Kurumu is currently carrying a basket of freshly-baked cookies. Kurumu made sure to not put any love potion on them since Ben can sniff them a mile away, because of his training.

_'Maybe if we go to the human world one day, I could be his crime-fighting girlfriend, but Ben might disagree. Even if he wanted me to be his girlfriend, he won't want me in any danger.' _thought Kurumu, unaware of someone following her until she got one arm hugged from the waist.

"Ben?" asked Kurumu as she turned her head back only to notice Mizore.

"Mizore, what are you doing here?" asked Kurumu before she felt her stomach go numb.

"Kurumu Kuruno, the succubus that suffocates Ben every morning half to death. Well, not for long." said Mizore as she covers Kurumu's mouth.

**(Academy Lake)**

"What do you mean? What did you do to Kurumu and Moka?"" questioned Ben as he backed away from Mizore.

"Nothing…yet. But they're not going to be a problem anymore." said Mizore dangerously.

"They're my friends!" growled Ben.

"I'm sorry, Ben, but you can't leave." said Mizore

**(Club Room)**

Moka had smashed a stapler against Mizore's head and gasped (tried to since her mouth is covered.) when she saw the part she'd hit break apart and turn into ice.

"Sorry, but I'm not the real Mizore. The real Mizore is out there with Ben. Now, Moka Akashiya, die quietly and take your blood sucking fangs away from Ben." demanded Mizore soullessly.

**(Academy Hallway)**

Kurumu has extended her pink nails before she slashed against Mizore's face, only to try to gasp when it felt cold and the cut became sliced ice.

"I'm just an ice clone. The real Mizore is protecting Ben at the lake. Now Kurumu, die quietly and take your overgrown breast suffocation pack with you." demanded Mizore soullessly.

**(Academy Lake)**

"I cannot let you leave yet." spoke Mizore softly as the lake froze over with a thick sheet of ice. Ice claws covered her hands while her hair turned to ice as well.

"I suppose you can tell I'm a yuki-onna now. I will make you mine and protect you with all my heart." said Mizore.

"Protect me?" asked Ben confused before he felt something cold and solid around his feet. Grimacing, he looked down to see an ice cocoon forming around his feet.

"Oh you got to be kidding me!" snapped Ben.

"Don't worry, I'm only covering, not freezing. Then we can be together." smiled Mizore gently.

"I'd rather not be a ice caged tiger!" growled Ben before his eyes turned into a fiery yellow, without hurting him. Fire came out of his eyes as he melted the ice that tried to surround him.

"Too hot." mumbled Mizore as she shielded her face from the heat radiating off her target's eyes. Yuki onna were very sensitive to high temperatures. In other words, Ben's Pyronite eyes were something out of a nightmare for her.

"And it's about to get a whole lot hotter!" growled Ben as his eyes turned back to normal. Mizore sighed in relief before Ben's arms turned into red cracked stone with fire surrounding them. Ben clenched his fists as he flared, making the fire around his arms even larger. The high temperatures were causing the ice to crack all over the lake.

"Stop it!" gasped Mizore, backing away from the heat. Waving her hand, Mizore sent waves of ice at the flaming Pyronite-armed Tennyson, hoping to extinguish his fire. Ben wasn't having any of that. Pointing Heatblast's fingers, Ben fired two continuous streams of fire. The two opposing elemental forces hit each other, creating a huge cloud of steam.

"Too hot, too hot." mumbled Mizore as she recoiled from the steam. She knew that Ben could choose his form and change his limbs at will, but she never expected him to be able to take such terrifying limbs such as the fiery arms in front of her. If Ben completely turned into Heatblast, Mizore's claws and hair would instantly evaporate.

"Seems a little on the cool side to me." commented Ben as he walked through the cloud of steam. Mizore trembled and tried to shield herself from the heat radiating from the alien arms in front of her.

"Oh, sorry." apologized Ben he stepped back and allowed his arms to turn back to normal. Mizore gave a soft sigh of relief, happy to be free from the flames that threatened to harm her so. Still, the heat had weakened her somewhat. It would take considerable effort to make her ice again.

"Okay, if you wanted my attention you could have just said so. (sighs) You didn't have to try and make me an ice shell." informed Ben.

"I wanted to keep you safe. I guess I can't." said Mizore.

"Great. Another girl crushing on me. (sighs) Gwen is not going to let me hear the end of this because of the strike 3 and you're out thing." mumbled Ben.

Ben was a little unsure about what to do next. Obviously Mizore was holding a crush on him. The problem was that she had gone to extremes to try and make Ben into her man. A little extreme, but Mizore didn't seem to be very experienced in the proper ways of getting a boy's attention. Or maybe that was how yuki onna got boys they liked. And she didn't try to freeze him exactly. She was only sort of giving him ice armor.

_'That's it! Mizore must've saw Moka suck my blood and Kurumu suffocating me with her affection. She was just trying to protect me from blood and air loss, but Yukari's already doing that... sometimes.' _mentally realized Ben.

"I honestly don't mind you hanging out with me and trying to protect me. But you can't just force me to be your boyfriend or something by 'getting rid of the competition'. That isn't the right way to start a relationship or make one work." explained Ben.

"But how else will I get you to pay attention to me?" asked Mizore.

"Well, you had my attention when you got a paper from me, and recalled an old memory of mine. Go with that. In the meantime though, could you not attack my friends?" asked Ben.

"…Okay." nodded Mizore before she snapped her fingers.

**(Academy Clubroom)**

Moka struggled with the attacking ice clone. Its hand had turned into razor claws and was about to pierce her head. Just when it looked like the clone would actually kill her, it suddenly shattered.

"Huh?" blinked Moka. She got up and brushed the ice off of her. She suddenly gasped as a thought hit her.

"Oh no! Ben!" cried Moka as she ran out of the room.

**(Academy Hallway)**

Kurumu has her nails crossed against the ice clone's ice claws, both struggling for dominance until the ice clone shattered.

"What was that? (remembers something) Oh-no, Ben!" cried Kurumu as she enters her succubus form and flew out of the hallway.

**(Academy Lake)**

Mizore stood up after dismissing her ice clones. Her eyes were on the ground, refusing to meet Ben's gaze. She felt too ashamed to be worthy of looking at him. She just tried to trap him in ice, and he managed to defeat her. Instead of destroying her, he changed his arms back and got her to stop her attack. He didn't seem mad at all. Instead, he was staying calm and trying to get her reasons. She didn't deserve such kindness. An ice crystal dropped from her eyes, which had been a tear a moment ago.

"Mizore? Hey, are you okay?" asked Ben.

"I don't deserve you." sniffled Mizore. Rubbing her eyes, she ran away with a loud sob.

"Wait! Mizore!" cried out Ben, but Mizore was already long gone.

"Aw…man!" complained Ben.

**(Faculty Room)**

"Where Shirayuki-san lives?" asked Nekonome curiously. It was after class the following day and Ben was visiting the faculty room where most of the teachers got their paperwork done. It had been pretty easy to find where Ms. Nekonome's desk was. She was the only one who had cat ears sticking out from her head.

"Yeah. I want to check on her." answered Ben with a nod.

"Oh, how nice of you! I know exactly where she stays so I can give you the room number." smiled Nekonome.

"You sure you wanna do that?" asked a rough voice from behind.

Ms. Nekonome and Ben looked up to see who had been talking. They found themselves looking at a man who was wearing track suit pants and a sleeveless shirt. His skin was tanned and he had red hair. He appeared to be someone who thought they were slick. There was also something in his eyes that Ben somehow finds familiar.

"She's dangerous, you know. A really unstable girl." warned the redhead.

"Kotsubo-sensei?" blinked Nekonome.

"I'm just saying she's trouble. (shrugs) You know why she was gone so long, kid?" asked Kotsubo.

"She was sick because of a long-lasting virus, wasn't she?" asked Ben.

"That's the cover story. (chuckles) You see, she attacked a teacher, apparently for no reason. She just snapped all of a sudden." informed Kotsubo. Ben simply raised an eyebrow. That didn't sound right. Sure, Mizore seemed to resort to violence, but only when there was a real reason. She didn't attack for no reason.

"Are you sure about that? Maybe it was a case of mistaken identity, with her thinking the attacked teacher is someone else?" asked Ben.

"Heck yeah I'm sure. (chuckled)You see, I was the teacher she attacked. Put me down for a while too." admitted Kotsubo. Ben observed that he didn't look too badly hurt for someone trying to play off being injured by Mizore. But then again, there's a possibility that he made a full recovery and the incident occurred a few weeks ago, give or take a month. He also seemed to be enjoying telling the story about how Mizore had attacked him. He was also leaving out a lot of detail from his story. Like where he was attacked and what he was doing there in the first place.

"She's escalating too. Two students were attacked last night. They got frozen in ice and looked cut up pretty badly. They might have died if we didn't find 'em." added Kotsubo.

"WHAT?! But…!" gaped Ben.

"No mistake, kid. (snickers)The ice was pretty unmistakable. There's talk of Mizore Shirayuki getting expelled since she's so dangerous." informed Kotsubo.

"But…but, how are we sure it's her?" asked Ben.

"The ice. Who else could it be?" answered Kotsubo.

"She can't be the only one here who uses ice. There must be…hundreds of monsters here. Mizore can't be the only one who uses ice." defended Ben. He knew this to be a possibility. With so many students here, Mizore couldn't be the only one to have ice powers.

"Ohhhh! That's a good point! It could be someone else who uses ice. She's just the only one who we know who can!" gasped Nekonome.

"And all this starts up the night of the day she gets back here? Sorry, but I know a troublemaker when I see one." frowned Kotsubo.

"Well…it could just be a coincidence. Weird stuff happens here all the time." said Ben.

"You know…" spoke up another teacher, Ririko Kagome. She had been overhearing the conversation. Ririko was a sexy teacher who wore short skirts and let her cleavage show. She was also incredibly beautiful with full red lips and always with a sway in her hips as she walked.

"He has a point. Plenty of odd things happen out here with so many different monsters grouped together." nodded Ririko.

"And there's a chance that someone did this at the exact time to frame her. I'm talking first hand experience since I was framed for being the peeping tom until my friends found out about Gin's 'hobby'." added Ben, remembering the first time he got framed when Kevin used his first 10 aliens to give him a bad name before he mutated to Kevin 11. Kotsubo started to become agitated.

"Hey, are you forgetting that she attacked me? Can we really let that go? The fact she hasn't said anything speaks for her guilt!" asked Kotsubo.

"She won't talk to you. Maybe she's afraid to for some reason. I might be able to get her side of the story." suggested Ben.

"Oooh! You're right!" smiled Nekonome brightly. She quickly scribbled on a piece of paper and handed it over to Ben.

"Here you go! I wish you success." nodded Nekonome.

"Thanks." smiled Ben. He eyed Kotsubo for a second before he headed for the exit of the room. He was starting to feel that something was up and if he didn't do something soon, Mizore was going to get seriously hurt. After training in the Wind Ninja Academy with each of the original Ninja Storm rangers, Shane, Dustin and Tori, he learned to always trust his instincts, like Dustin did when Marah was depressed for being called stupid by Lothor and his generals. When Marah tricked the rangers, she regretted it for the rest of the battle because she had a crush on Dustin since they met. Now, Dustin and Marah are boyfriend and girlfriend, thanks to Ben talking them into admitting their feelings for each other. As he was leaving though, Kotsubo was staring at his back with a frown.

"He's going to be trouble." frowned Kotsubo.

**(Mizore's room)**

When he was young, Ben would often jump to conclusions and it was up to either Gwen or Grandpa Max to set him straight. He wanted to believe he was right and didn't listen to anybody else. After losing Feedback he managed to learn how to listen to the perspective of others so he wouldn't be making such mistakes again. Now, as far as he could tell, Mizore wasn't a bad person. She was just lonely, misunderstood and overprotective of Ben. He hadn't told his friends that he was going to see Mizore. They would freak if he had so he decided to go at it alone. It was probably best that way. Mizore may not want to see so many people at once since yesterday. Ben stood at Mizore's door. It had the name plaque 'Shirayuki' hanging at the front. His hand went to the knob when he slightly cringed from the sudden cold before taking a deep breath, glad that Tori's training helped him increase his temperature endurance since her training involved staying underwater on extreme temperatures. Well, she was a yuki onna so it was probably normal for her door knob to be cold. The doorknob turned easily.

"It's unlocked." observed Ben. He pushed the door open and an arctic breeze greeted him. The entire place was covered in ice.

"Mizore? (went inside) Are you in here?" asked Ben as he explored the place and ended up in her living room. He heard a crack as he stepped onto something and looked down to see a framed photograph. He picked it up and despite the layer of ice covering it, he could see it was photo-shopped picture of him with Big Chill and Articguana.

"Guess she's been crushing on me for awhile because of my ice aliens. I gotta try and find her." muttered Ben. He exited the room and closed the door behind him before going on his search.

**(Academy Lake)**

Mizore was just standing at the edge of a cliff that was overlooking the large lake. It would appear that she was alone once again. Ben didn't want to see her anymore. Heck, she doubted anybody would want to see her ever again. She'd done some thinking. Maybe she shouldn't have attacked Moka and Kurumu and maybe she shouldn't have tried to cage Ben. But, she was just so lonely and well he seemed the same way too. Too bad she was wrong.

"Well, well, well. Alone again, huh, Shirayuki?" said an unwanted voice. Mizore spun around and saw the gym teacher, Kotsubo.

"Kotsubo…sensei?" gasped Mizore as she backed away from the grinning teacher.

"You know, it's funny what kind of card life deals you. (approachs her, grinning lecherously) You said you liked me and then you attacked me." chuckled Mizore.

"You were taking advantage of me. I didn't like it." defended Mizore.

"Well, nobody was going to believe you anyway. I mean it's a teacher's word against a student's. That's why you were hiding yourself and now you're doing the same thing." chuckled Kotsubo. He then lunged at her and pinned her to the ground. She struggled against him.

"Let me go!" demanded Mizore.

"Oh, don't be like that.(he licked his lips.) Just let me do whatever I want and I'll put in a good word for you. How's that?" grinned Kotsubo. Mizore's eyes blazed with fury and she was about to attack him when all of a sudden a large rock smashed into the back of Kotsubo's head. Mizore blinked and then looked up to see Ben.

"Stay away from her, creep!" growled Ben.

"Ben?" blinked Mizore in confusion. He'd come for her?

"Mizore, get away! I'll take care of this pervert!" growled Ben. Mizore nodded and was ready to run when all of a sudden a red octopus' tentacle wrapped around her ankle and tripped her.

"Not so fast!" said Kotsubo as he sneered. His entire formed change and now he was in his true form of a Kraken. He looked to have a red octopus attached to the back of his body with the octopus' head acting as a cowl over his head and the tentacles swinging about his own harms had turned into tentacles with suction cups and he looked really pissed off.

_'That's what a Youkai Kraken looks like? It doesn't look anything like the Kraken I faced 5 years ago.' _thought Ben, remembering his research on individual species during the first day of the Newspaper Club.

"Mizore!" shouted Ben as he ran over but then a tentacle smashed into him and sent him to the ground. Not giving up, Ben got up and ran to Mizore. He grabbed the tentacle holding her and pulled it off.

"Get out of here!" shouted Ben.

"You little imbecile!" roared Kotsubo. His tentacles lashed out and wrapped around Ben's body.

"Ben!" shouted Mizore. Ben was slowly being crushed to death as Kotsubo's tentacles were squeezing the life out of him. The red haired Kraken who happened to be the school's teacher was trying to kill him.

"You Gaijin monsters are so weak. What's the matter, Tennyson-kun, lost your breath?" asked Kotsubo.

"That's it! Time to try out my new guy!" cried Ben as he bathed himself in green light, forcing Kotsubo and Mizore to cover their eyes before Kotsubo felt like he's holding a cactus in the tentacles that wrapped around Ben.

"YYYEEEOOOUUUCCCHHH!" flinched Kotsubo as he unwrapped Ben, who has been replaced by a ice-made humanoid with blades on the elbows, spikes for hair, at least a dozen spikes on the back, and is wearing a black/green short-sleeved jumpsuit that ends in his thighs, and a black gas mask covering the mouth. The Omnitrix symbol is on the black stripe on the chest.

"ICEPICK!" cried the icy humanoid.

_'Never seen _that _ice form before.' _thought Mizore while smiling as Kotsubo grits his teeth in anger.

_'Time to find out what this guy can do.' _thought Icepick before Kotsubo lashed out his tentacles on him. Icepick crossed his arms in front of him to defend himself only to be surprised as his arms turn into thin blades.

_'This guy can make weapons out of his body?! AWESOME!' _thought Icepick as he uses his blades to cut off each tentacle coming at him while he runs around Kotsubo, heading to Mizore. Kotsubo retracted his tentacles to let them regenerate.

"You okay, Mizore?" asked Icepick as he checks on Mizore while his arms changed back. Mizore nods before her eyes widened.

"LOOK OUT!" warned Mizore as a few of Kotsubo's tentacles slapped Icepick from behind, only to be frozen upon contact.

"WHAT?!" cried Kotsubo as he looks at his frozen tentacles in shock.

"You can freeze stuff when they touch you?" asked Mizore as she stands up, along with Icepick.

"I can? (Mizore blinks) I mean, of course I can!" grinned Icepick under his mask.

"RRRRRRRAAAAWWW!" roared Kotsubo as he runs toward the ice users before he slipped on the ground and face-planted, which became frozen thanks to Mizore.

"Thanks, Mizore." nodded Icepick, making Mizore blush.

"I will do anything to protect you, remember?" reminded Mizore with a smile. Icepick blushed as he turns away from Mizore.

"Time to finish this!" cried Icepick as he skates toward Kotsubo with his blade arms on the ice.

"Oh-No!" grimaced Kotsubo as he weakly stands up before everything went slow motion.

"As a few heroes of mine once said, FINAL STRIKE!" cried Icepick as he slashed Kotsubo with his left blade before spinning in mid-air and slashing him with his right blade before cross-slashing Kotsubo as he kneels behind Kotsubo with his blades spread as Kotsubo limply kneels down before face-planting unconsciously. The slow motion stops as Icepick stood up and changed back to Ben and looked behind him as Mizore runs toward him.

"Darn it! I was expecting an explosion!" frowned Ben as he stomps on the ground before Mizore hugged him, making him blush.

"Thank you for saving me from him, Ben!" thanked Mizore. Gin, meanwhile, was in the bushes with a camera in hand.

**(Academy Clubroom)**

In the days after the fight, what Kotsubo did to Mizore was exposed, turning his reputation to mud. Under normal circumstances, he might have been fired, but after the thorough beating he had received, his sentence was lightened. Of course, he had lost respect with most of his fellow teachers. And Yukari discovered that the frozen students were frozen by liquid nitrogen that was 'borrowed' by Kotsubo from the Chemistry Club, cleverly trying to frame Mizore. Those in the Newspaper Club were celebrating their victory and good deed.

"Kampai!" cheered the entire Newspaper Club.

"To a major scoop!" smiled Gin. He hadn't had such an incredible story since he first joined the Newspaper Club in his first year.

"And we have Ben to thank for it! (leans against said American's shoulder.) Without him, we never would have found out about it!" smiled Kurumu, making Ben blush.

"But how did you know where to go in the first place Ben?" wondered Moka.

"Well, there was something about that Kotsubo guy that rubbed me the wrong way. He seemed to almost be amused with telling how Mizore attacked him. He was also leaving a lot of details out of the story. Not to mention he was getting mad when I started defending her. So I called Gin and asked him to help me find Mizore." explained Ben.

"If there's one thing I'm great at, it's finding cute girls. (snickers)When I got on the trail of Mizore, I called up Ben and let him know. Of course, when we got there Kotsubo-sensei was already attacking. So Ben went to do the hero stuff and I decided to collect evidence." added Gin.

"How noble." said Kurumu.

"But did you really have to do that 'Final Strike' thing?" deadpanned Gin.

"I wanted to try something new, what with my new form and all." replied Ben before he suddenly felt a chill.

"I think someone should turn off the air conditoner. There's a draft." said Ben.

"Dude, we don't have an A.C." informed Zack as he pointed at the door. Ben and the others turned to see Mizore at the door. Kurumu and Yukari backed away from the yuki onna who entered. She now sported a shorter hairstyle. Standing up, Ben went to greet her.

"Mizore, what brings you here?" asked Ben.

"Do you like my hair?" asked Mizore.

"Yeah, it makes you look cuter." smiled Ben, along with Mizore.

"I'm glad to hear that. (she hugs him.) I'd like to thank you again for before, for sticking up for me, my beautiful snow warrior." thanked Mizore as Ben endured the cold.

"Hey, get off him!" shouted Kurumu but suddenly she was frozen in a block of ice.

"Mizore!" gasped Ben.

"Sorry, but old habits die hard." said Mizore. She then turned her attention over to Gin, but she didn't release her grip on Ben.

"Also, I wanted to join the club." added Mizore.

"You do?" blinked Ben. He and everyone else were surprised at Mizore's sudden desire to join a club.

"It's very lively and…I don't want to be alone." informed Mizore.

"Well, welcome to the club! We welcome anybody!" grinned Gin. Moka frowned, not liking how Mizore was hanging off Ben, but she knew what Ben was like so she allowed it. He was just too nice sometimes. Ben, however, was just more glad that Tori's training helped him endure the cold. Without it, he would've been a Popsicle. Ben made a mental note to thank Tori again for the training, not knowing that the Ninja Storm Power Rangers will meet the Newspaper Club sooner than he thought.

**Omarnosian10: Done.**

**Moka: What does the last sentence mean?**

**Ben: It's a foreshadowing of a future chapter.**

**Omarnosian10: Now to welcome the new member of the announcement family, Mizore, please introduce yourself.**

**Mizore: My name is Mizore Shirayuki, and I am proud to be a member of Ben's harem and the announcement family.**

**Yukari: You weren't supposed to say the harem part.**

**Mizore: My bad.**

**Kurumu: By the way, why did you choose Icepick instead of Big Chill or Articguana?**

**Omarnosian10: Because unlike Icepick, they can only use freeze breath.**

**Yukari: Icepick doesn't have freeze breath, you know.**

**Omarnosian10: Okay, okay, it's because I was looking for an excuse to use OC aliens in this fanfiction.**

**Kurumu: You already made an OC alien 2 chapters ago.**

**Yukari: Kurumu, that was a mutant, not an alien.**

**Omarnosian10: Thank you, Yukari. Until next time!**


	8. Chapter 8: Legends Reborn

**Omarnosian10: Hello, readers. I'm back with a new question.**

**hornofdesolation: When did this become a multi-crossover?**

**Ben: All of the author's stories are multi-crossover in a way.**

**Mizore: The Ben 10Nicktoons: Globs of Doom is the same past event that most of the stories share.**

**Omarnosian10: Thank you, Mizore. Now then, ON WITH THE SHOW!**

**Chapter 8: Legends Reborn**

Ben and his friends were working in the empty classroom which the Newspaper Club called home. Things had been relatively calm since the episode with Mizore. Still, for a school filled with monsters, Ben was beginning to get a little bored. Well, until Gin called them all in to discuss recent events in which the Newspaper Club could report about. As usual, the core (and only) members in attendances were Ben, Gin, Moka, Yukari, Kurumu, Zack, and assumedly Mizore. The Yuki-Onna was assumed to be there since she was always hiding behind something. Of course, the chill in the air was all the Omnitrix wielder needed to feel to know that she was nearby.

"Huh? Missing Students?" asked Ben in confusion.

"That's what we've been hearing. Since the new semester started, a few students have gone missing. Not entirely unusual given how many monsters come here, but the rate is much higher than usual." nodded Gin from his book of notes.

"So, you want us to investigate." stated Ben.

"Well, yeah. I mean this is a huge scoop, and maybe we can find out what happened to all those missing students." replied Gin. There was an obvious catch, though. Gin may be a reporter, but he was still a bit of a pervert.

"How much you wanna bet the victims are attractive girls and that's the only reason Gin's working?" whispered Zack in Ben's ear.

"I don't need to. It's too obvious that you're right." nodded Ben.

"OK, you're being more gung-ho than usual. Is there something else here you're not telling us?" asked Yukari.

"Well, all the students who were missing were attractive female students," answered Gin. A perverted grin was already spreading across his face.

"Knew it." synced Zack and Ben. Of course, as a hero, it was Ben's responsibility to get to the bottom of this. He'd dealt with similar cases before so this wouldn't be too hard.

"OK, I'll find out what happened to those girls." assured Ben.

GLOMP!

"Don't you mean 'we', darling?" purred Kurumu.

WHOOSH!

Kurumu ended up frozen in a block of ice as Mizore came out of her hiding place. Somehow, it turned out to be in the very ceiling as she removed a panel to come down into the classroom to freeze the succubus so to take her place on Ben's arm.

"Ben is better off with me." said Mizore. She could sneak around and be very silent.

"I think it's best we ALL work together." frowned Moka as she was thawing Kurumu out. It was becoming common practice to keep some kettles of hot water nearby since Mizore didn't have much restraint on her powers when someone upset her.

"Yeah, Moka's right. Let's make this a team effort, everyone." agreed Ben.

**(Outside the Academy)**

Ben sighed as he scratched his head. So far the leads were leading straight to nowhere. None of the missing students left even a fraction of a clue behind. It was like someone had just swept them up from nowhere. He was half considering the idea that aliens had entered the school and were kidnapping students for some reason or another. Still, usually aliens were prone to leaving obvious tracks. The friends were meeting out in front of the school after they made their hunt for the missing girls. Ben was looking through his notebook while Moka had some papers with her own notes on it. Mizore was hiding behind a tree while Kurumu, Zack and Yukari seemed to be empty handed.

"Man, this is way harder than when I was a kid." grumbled Ben as he crossed off the name of another possible lead. He had been keeping a small notebook on information regarding the current case.

"You've done this sort of thing before?" asked Yukari with budding interest.

"A few times. Still, the people who would do the kidnapping usually left some kind of obvious clue. So far, all we know is that all seven of the missing students were girls." nodded Ben.

"Kurumu? Yukari?" frowned Moka. She hadn't had much luck hunting down information either.

"No clue." huffed Kurumu.

"Sorry Moka-sama." frowned Yukari.

"Maybe a Pterodactyl took them to his/her nest to feed them to the babies." guessed Zack, making everyone look at him like he's crazy, except Ben.

"Zack, dinosaurs are extinct, remember?" reminded Yukari.

"Yukari, just because something is extinct doesn't mean it can't be revived. I learned that from firsthand experience when I fought a zombie Tyrannosaurus Rex." advised Ben, making everyone look at him with wide eyes.

"YOU FOUGHT A T-REX?!" cried the others in shock, making Ben chuckle.

"Yeah, a zombie one, in my third day of my hero career. It was revived by my first super-villain, Dr. Animo, a mad scientist that experiments animals. It wasn't easy fighting the T-Rex as Stinkfly, though." informed Ben, making the others drop their jaws. Ben told them about Stinkfly a few weeks ago, but they still can't believe that a giant-bug can defeat a T-Rex, a zombie one at that.

"…I might have a clue." spoke Mizore softly from her hiding place. Ben groaned as he turned to face the hiding yuki-onna. Of course, being in his gaze caused Mizore to blush slightly.

"Did you find anything out Mizore?" asked Ben.

"Yes. (stands up.) All of the girls who disappeared were all part of Ishigami's fanclub." informed Mizore. Hitomi Ishigami was the school's art teacher. She was a certifiable babe in Ben's opinion too. Of course, everyone else who had a class with her tended to agree. She had a huge following of girls who loved her for some reason. She likewise was passionate about art. In all, she was a very popular teacher.

"Okay, beyond being part of the same fan-club, is there anything else which connects these girls? From what I've learned, the kidnappers usually know what they want when they take a victim." asked Ben.

"Sorry, that's all I found out." sighed Mizore.

"No, this is a good start. We have a lead. That's more than what we had beforehand. Since all the girls were part of Ms. Ishigami's fan following, I'd say we had better talk with her if we want any further clues. Maybe she saw someone suspicious following her fans or maybe even herself." frowned Ben.

**(Art Classroom)**

"Oh my, someone may be stalking my fans? How terrible." blinked Ms. Ishigami in surprise and slight apprehension. It was easy to see why many boys lusted after Ms. Ishigami. She was slim and wore a red top which just barely showed some of her midriff and a pair of tight jeans which accented her hips. She wore it under a white coat which housed some splotches of clay or paint. Her blonde hair was done up in dreadlocks which she kept under a bandanna. Of course, she was also very attractive and had this radiance of wild beauty around her. All in all, Ben would have been smitten if the situation wasn't so serious.

"Yeah." nodded Ben, flawlessly succeeding in not blushing at how close they were. The Newspaper Club had gone to the art classroom and found the teacher there, working with some papers for tomorrow's lesson. She happily greeted them and soon the conversation took a turn for the subject.

"We just have to ask, have you seen anyone suspicious when you met with your fans?" asked Zack.

"Well, no one immediately comes to mind. Although, now that other people suspect it, I may not be imagining things after all." frowned Ms. Ishigami thoughtfully.

"What do you mean?" asked Yukari curiously.

"Well, sometimes when my fans would come to say to me or just talk about my classes, I would feel like as if someone was staring at me. I'd look around but I didn't see anyone suspicious. Still, if my students vanishing are connected to me in some way, I'd love to help." informed Ms. Ishigami.

"Any kind of lead would be helpful." sighed Ben.

"Do you have any childhood enemies? They might use the missing students against you as hostages." asked Zack.

"Actually, I have. (the Newspaper Club perks up.) But it's actually a rivalry thing half a decade ago. The girls in my class have been competing for the previous art teacher's attention by making the best art. My art grades were flawless, and that gave me a few rivals." answered Ms. Ishigami as Zack nods.

**(The Next Day)**

Within Ben's short time in Youkai Academy, he's always noted how some of the teachers were popular. Then again, he had to remember that said teachers were monsters in disguise. There was the math teacher, Ririko Kagome, who just oozed with sexiness since she wore a blouse with her cleavage exposed and short skirts. Ririko had a lot of male fans. It was like Kurumu's harem but Ben knew that Ririko was no succubus. She did give him the creeps too when she offered him private tutoring lessons. Ben's math grades were the only ones average since of course he had trouble reading the kanji numbers. He could read it, just not all of it. She did say he could do better though. Hitomi Ishigami was another popular member of faculty. Her students loved her art classes and students from other classes even visited her. She welcomed the attention, really, and was well liked. She was also very pleasant to be around for one reason or another. Of course, she was never without at least one of her fan club members hanging around chatting pleasantly. Of course, since all members of her fan club were attractive girls the boys just found another reason to adore the hot art teacher, she attracted more hot girls. Today, Ben's class was having a class with Ms. Ishigami. Each student sat before canvas set up on an easel. Ms. Ishigami told them to paint whatever came to mind. Ben decided to go with one of his alien forms, one he hadn't used for a while… Snare-Oh. The mummy-like alien was easy enough to sketch out. Ben knew the image off heart since he had changed into that form enough times. Of course, that one time he practiced making faces in the mirror of his alien forms back when he first got the Omnitrix helped cement the image in his mind. Now the paint though…that was a little harder since the school only supplied the basic colors. If Ben wanted to get the right shade of Snare-Oh's bandages, he'd have to get creative.

"My my, that's such an eye-catching subject Tennyson-kun." complimented a familiar voice. Ben turned around, almost getting a face full of Ishigamii's cleavage. Blushing, he looked up to see the look on his teacher's face. She seemed to be almost admiring the way Ben had sketched Snare-Oh swinging on buildings with his extended bandages like Spider-Man (who doesn't exist in this universe, just to make a comparison.)

"I've never seen a mummy like this before. (notices the hourglass symbol on the chest.) Is that one of the alien heroes I heard about?" asked Ms. Ishigami.

_'Wow, I never knew I was _this _famous in the monster world with my forms.' _thought Ben cheerfully.

"Yeah, I've seen a lot of them back home in America. This one is a Thep Khufan, an alien similar to mummies. This one is called Snare-Oh." answered Ben as he tries to make gold paint for the openings of the bandages.

"Snare-Oh, A truly fitting name for such an artistic creature. I hope I can meet one of those Thep Khufans personally." pondered Ms. Ishigami.

'_You might._' thought Ben as he gave a glance to his Omnitrix. He wondered what the others were doing, though. Zack and Yukari weren't in his class so that only left Kurumu, Mizore and Moka.

"I'll leave you to your work. I'm eager to see the finished product, Tennyson-kun." said Ms. Ishigami.

"Alright." nodded Ben as she sauntered off to check on the work of the other students. Absently working on his painting, Ben tried to take a look around the classroom to see if there was anyone suspicious nearby. It seemed like a normal enough class. The boys were working and lusting over Ishigami-sensei as usual. The girls were idolizing her while they got their own works completed. There were also several other girls hanging through the windows from outside, having skipped their usual classes to come talk to her. All in all, it seemed like another average day. If someone was stalking Ishigami-sensei and removing her fangirls out of jealousy, Ben didn't doubt that they were probably already watching her at the moment. As he growled in frustration and returned to his painting, Ben didn't notice a dirty look being aimed at his back.

**(The Academy Forest)**

At the end of the school day, Ben headed back to his dorm room. Of course, as he was walking along the path, he felt like he was being watched by something or someone. In all his years of experience, he knew when to trust his gut and slightly enhanced senses. Normally it might have been Mizore looking to stalk him again, but Ben knew that she and Kurumu were doing something in the club room and were unable to stalk him at the moment.

"OK, whoever you are, come out (he gains two red muscular arms with gold wristbands) or prepare for a major beating!" demanded Ben as he cracks his knuckles. He didn't get the chills like when Mizore was stalking him, or the anticipation when Moka would bite him or when Kurumu would glomp him. He saw a figure walk out from behind a tree. It was one of his classmates and a girl. She looked like a completely average schoolgirl with her shoulder-length blonde hair and brown eyes, which probably meant she was reasonably tough since the strongest monsters could produce the best disguises.

"OK, why have you been following me?" asked Ben with his extra arms behind him.

"I won't let you get close to Ishigami." growled the girl (no name in the manga or anime, so I'll call her Krixie). Krixie then began to change form causing Ben to take a fighting stance. Despite the rules of remaining in human form, the students would ignore them to get what they wanted. Krixie, who was changing, was no different as she started to assume her true form. Her sleeves became tattered as her arms became purple wings. Her shoes were also ruined as her feet turned into black talons.

"Darn it!" growled Ben as his extra arms retracted into his body as Krixie finished her transformation. She had transformed into half-bird and half-woman creature known as a harpy. Krixie rose into the air and let out a loud shriek before diving at Ben with her sharp talons. He quickly rolled out of the way as the talons slashed the ground where he once stood.

"Time to fight fire with fire, or in this case, bird with bird!" quipped Ben as he pressed down on the Omnitrix set to Kickin Hawk's hologram as Krixie came down to attack him again. His body became bathed in green light and when the light died down he'd assumed the form of a mummy-like being with the gaps between his bandages glowing gold. He has a black and gold pharaoh's head-dress and has black bracers and greaves and wears the Omnitrix symbol on his chest.

"Snare-Oh? (blinks as he looks at himself before shrugging) I can work with this." muttered the Thep Khufan as he looks up to see Krixie coming down. Before her talons could rip him to shreds, Snare-Oh opened his chest and allowed Krixie to fly through it, making her face-plant the ground. When Krixie got up and turned around, she screeched in anger as she noticed Snare-Oh's disappearance.

"COME OUT AND FACE ME!" screeched Krixie as she soars around the trees, looking for Snare-Oh, unaware that her prey is above her, with his feet tangled around a branch.

"I hope Shane's training will work for this." muttered Snare-Oh as he reared back his fist, waiting for Krixie to be directly below him. Krixie soared directly below him before Snare-Oh extended his reared back fist as he punched Krixie in a blur, making her fall to the ground. Before Krixie touched the ground, Snare-Oh wrapped her in his bandages like a upside-down cocoon with only the head exposed as Snare-Oh jumps down from the branch with his back bandages hanging from the tree to Krixie and lands safely on the ground to see Krixie eye-to-eye.

"OK, what is your problem!?" demanded Snare-Oh angrily. He did not appreciate getting attacked, ever!

"You're going to take Ishigami away! I saw you! You were eyeing her all the time, asking her questions!" snarled Krixie.

"What? You're attacking me _just _because I asked her a few questions?" asked Snare-Oh.

"Stalker! I know you're stalking her!" snapped Krixie.

"Like you're one to talk if you keep such a huge profile on everyone she comes in contact with. You know, I'll bet you're the one who's been making Ishigami's fans disappear! What happened? They get a little too close for your liking?" glared Snare-Oh.

"What are you talking about!?" demanded Krixie.

"I'm talking about all those girls who've disappeared! The way you're acting makes you the prime suspect in this whole thing!" snapped Snare-Oh The harpy glared at Snare-Oh in disgust.

"Do I look like a kidnapper? Where would I stash all those girls!?" asked Krixie.

"There are plenty of places for you to hide them! Like underground caverns, a basement, unused classrooms, catacombs, etc." listed Snare-Oh with his hands.

"Listen to me! I did not kidnap anybody!" snapped Krixie.

"Really? Because the fact that you can fly and use you talons to pick up the girls one by one to make sure you don't leave footprints is a bonus!" added Snare-Oh.

"What about _you_? I heard rumors that you're a Super Doppelganger that can turn into a pterodactyl monster so _you _can fly too! I also heard that one of your forms is a ninja turtle that can walk on air." asked Krixie angrily, making Snare-Oh sigh angrily and rub his paper eyes.

"First off, my pterodactyl monster form always leaves a sonic boom whenever he flies, so lots of students would've heard me if I kidnap those girls, and that's not very sneaky. And secondly, a ninja master taught me how to walk on air, so it's possible that one of his other students would've done it too!" snapped Snare-Oh. Before Krixie had a chance to reply, she was engulfed in ice and slightly lowered to the ground inside a large ice block.

"No one tries to get my soul-mate in trouble and gets away with it." said Mizore as she comes out from behind a tree.

"Thanks, Mizore." thanked Snare-Oh as he detaches his bandages from the frozen cocoon, making it fall to the ground and not crack since it was a few inches off.

"Ben! (looks up to see Kurumu coming in for a landing.) I saw that harpy in the air and came here to see what was going on." informed Kurumu

"She was trying to find you so she could follow you and saw the fight." commented Mizore as she walked towards the pair.

"Anyway! Why did that girl try to attack you?" hissed Kurumu, her plan to look like the loving maiden foiled yet again.

"I think she's the one that's been kidnapping all those girls for getting too close to Ishigami. Apparently she noticed me asking her questions and keeping an eye out for suspicious people around her. She thought I was stalking her or something and she decided to try and 'put a stop to me'. Honestly, what kind of fans does Ishigami have?" sighed Snare-Oh annoyed.

"Who cares? This is great! We've cracked the case! (notices Ben's current form) Hey, Ben, is that a mummy alien?" asked Kurumu curiously.

"Yeah, I used to call it Benmummy when I was 10 because I couldn't think of a better name until a couple of years later when I renamed it Snare-Oh." nodded Snare-Oh.

"And from my observations, your current form has the ability to manipulate the bandages of your body and extend them." explained Mizore. Snare-Oh nodded as he looked to the frozen harpy. Something was telling him that this case was far from solved. It just seemed too easy.

**(Newspaper Clubroom)**

"So, she denied everything?" asked Ben. Gin nodded. They were in the Newspaper Clubroom after handing the harpy to school authorities. It had been a full day since the girl's attack and Gin was relaying the information to his club members as to what had been discovered. As Ben had just said, it seemed that their initial assumptions weren't as accurate as some of them had been hoping. In fact, they were completely wrong.

"No matter how much she was questioned she denied having anything to do with the missing girls." sighed Gin. After dealing with the authorities who took care of this sort of thing, Gin was very confident that the girl was telling the truth. The interrogation techniques were…effective.

"She has to be lying!" snapped Kurumu.

"I doubt that. I mean the best she can do is fess up but she hasn't even cracked. The authorities even used truth serum as a last resort, and it proves she is telling the truth." informed Gin.

"Something isn't right here." muttered Ben, his instincts still bothering him. Looking around, he noticed that one of their number had yet to make an appearance and it wasn't Mizore since she was hiding behind a desk with her chin resting on the edge.

"By the way, where's Moka?" asked Ben curiously.

"Dunno. She didn't turn up."" shrugged Gin. He had been looking forward to seeing the pink haired vampire as well, but she had been AWOL since the final bell ended.

"Oh, she said that Ishigami asked her to be a model for her!" informed Yukari. Well, Ms. Ishigami was an art teacher. Maybe she was looking for a new subject for a masterpiece. Moka was beautiful. Of course, the thought of Moka modeling just made images of what kind of modeling the vampire might be doing. Ben got to his feet.

"Guess I should go look for her." sighed Ben.

"Why not stay with me?" purred Kurumu, using her patented 'chest bounce' technique to try and capture Ben's interest.

"Nice try, but I gotta tell Moka about this. Maybe later." waved Ben as he left. Kurumu pouted.

**(Art Classroom)**

Ben went into the art classroom, looking for Moka, but there was nobody in the room.

"Guess they went home already." shrugged Ben. He was about to exit when he heard something with his enhanced hearing. It sounded like faint crying and it was coming from a door inside the art room. The room in the back was used to keep the art supplies. Curious, Ben went to investigate. Placing an ear at the door, Ben could indeed hear sobbing on the other side. Now concerned, he gripped the door handle and opened the door wide. His eyes widened in shock.

**(Supply Room)**

Inside of the room were several statues. Each of them depicted a teenage girl, in the buff, and striking a pose. However, each statue's face depicted pain, fear, and a sense of betrayal. Even stranger, each of the statues were crying actual tears. That alone was shocking enough, but what made it worse was that Ben recognized the statues as well. Each one was a perfect match to the missing students. Having seen the profiles of the missing girls, Ben recognized them immediately.

"Wha…who could have done this?" asked Ben as he clenched his fists.

"Oh, so you've found my collection." spoke up a female voice. Ben instantly whirled around in shock and took a fighting pose, his instincts keeping him from being caught totally by surprise. He found Ms. Ishigami standing in the doorway to the classroom, but her face looked nothing like the caring, enthusiastic teacher he had come to know. In fact, she looked downright sinister.

"So, you're the one behind all this! You kidnapped these girls and turned them into statues?!" glared Ben.

"Oh, you've caught me." said Ms. Ishigami with a frown before it shifted into a wide grin.

"You're a smart one." chuckled Ms. Ishigami.

"Tell me why." demanded Ben.

"Why? Why, it's for art, of course! (walks past Ben and towards her 'works'.) True beauty needs to be preserved. I'm doing these lovely ladies a favor by helping them preserve their natural beauty! (gently caressed a petrified girl's face as a whimper was heard through the stone lips which could not move at all.) I was going to add Moka to my collection but it wasn't the right time…yet." explained Ms. Ishigami

"You are sick." growled Ben, his eyes narrowing as the teacher revealed her plans for his friend.

"And you're dead!" snapped Ms. Ishigami as her hair transformed into many, many snakes. Her skin cracked and turned a slight shade of green on her cheeks, revealing it to be similar to a snake's. Her eyes turned yellow with a slit for a pupil, giving a more reptilian look. She had revealed her true form to be that of a gorgon, much like the legendary gorgon of Greek myth. Ben was about to reach for the Omnitrix until he realized that if they fought here, there's a chance that some of the statues could break, and the cure won't work on broken statues, and even if it did, the girls will die due to broken bones. Two of the snakes charged at Ben before he cartwheeled to a backdoor, dodging the snakes. Ben quickly stood up and exited the room from the back as Ms. Ishigami followed him.

**(Outside the Art Classroom)**

Ben is currently cartwheeling around Ms. Ishigami as she charges her snakes toward him.

"You scared of fighting me?" asked Ms. Ishigami as Ben stands up with his arms crossed.

"No, just needed to lure you out in the open." smirked Ben.

"Ben!" shouted Moka as she and the rest of the Newspaper Club run toward the fight.

"Moka? What are all of you doing here?" asked Ben before 5 of Ishigami's snakes bit him, 1 on each shoulder, 1 on each knee and one on the neck.

"BEN!" cried the Newspaper Club in shock. Flinching, Ben pulled each snake out of his body and got some distance between himself and the deranged educator. However, he felt the areas around the bites beginning to turn cold and stiffen before he realized that he can't move his legs, shoulders, or neck.

"Now you'll be joining my collection, Ben Tennyson! (laughs) Those bites will quickly turn you into a statue. That stiffness is just the beginning. Soon, you won't be able to move at all! I usually prefer girls, but variety is the spice of life. (licks her lips.) Odd…you taste like a human, but even better, though…" muttered Ms. Ishigami. Ben activated the Omnitrix as his head becomes stone (except for the face). He scrolled through the holograms before his elbows started turning to stone. Ben had his hand over the dial until he completely turned to stone.

"NO!" cried the Newspaper Club in horror as Ms. Ishigami laughs evilly before she turns to look at them.

"Who wants to be next in my collection?" asked Ms. Ishigami as her snakes rear back.

"LOOK!" cried Zack as he points behind Ms. Ishigami as everyone turns to see Ben cracking with a green glow as his stone hand finally slams the dial, bathing himself completely in green light, causing everyone to shield their eyes until the glow died. When everyone uncovered their eyes, they stared in shock at the new figure, but for different reasons. Standing in Ben's place is a black knight with green gauntlets, sliver highlights, green shoulder padding, green boots, a green waist cape and a green 3-point star shaped visor with the Omnitrix symbol on his chest.

"PHANTOM KNIGHT!" cried the knight ghost as he single-handily unsheathed his green sword.

**(A/N: He looks like Kamdor from Power Rangers Operation Overdrive, except he's black/green with the visor being green and a green knight shield on his back.)**

"Ben! He's okay!" cheered Moka.

"I told you he's my knight in shining armor!" quipped Kurumu with her arms crossed.

"Big Bro's okay!" smiled Yukari.

"Sweet new form, dude!" cheered Zack with a thumbs up.

"He broke out of the stone." observed Mizore.

"He has a knight form too?!" cried Gin shocked.

"So you broke out of the statue by transforming! Doesn't mean you can do it again!" growled Ms. Ishigami as she charged her snakes at Phantom Knight. Her snakes tried to bite Phantom Knight, but ended up with their fangs broken instead.

"Thy armor shall not be penetrated by thou reptilian trickery." said Phantom Knight in an English accent as he raises his sword in front of him. Ms. Ishigami hissed before some of her snakes charged at Phantom Knight. Phantom Knight cut off a snakes in a vertical slash before he cut off another snake in a horizontal slash and caught a snake with his free hand before he pulled it and dragged Ms. Ishigami toward him.

"Wha-what are you doing?" asked Ms. Ishigami nervously as Phantom Knight slashed a snake that tried to attack him from behind.

"Defeating thou for thou dareth to transformeth these lovely maidens into statues." answered Phantom Knight in an English accent as Moka, Kurumu and Mizore blush while Ms. Ishigami struggle to pull back the caught snake. Ms. Ishigami evilly smirked, making everyone (except Phantom Knight) gulp.

"Why is she smiling like that?" asked Yukari worryingly as a snake wrapped around each of Phantom Knight's wrists and ankles and squeezing them, making Phantom Knight let go of his sword in pain.

"NO!" cried the witnesses as Ms. Ishigami cackles and lifts Phantom Knight off the ground.

"I'll just crack through his armor and be known as the first gorgon to ever turn a knight into stone!" cackled Ms. Ishigami as Phantom Knight slightly chuckled under his helmet.

"What's so funny?" asked Ms. Ishigami annoyed.

"Thou shall not be the only one with trickery upon thou sleeve." answered Phantom Knight as he became clear green as he phases out of his restraints.

"WHAT?!" cried Ms. Ishigami as Phantom Knight descended underground.

"He has intangibility?!" cried Yukari amazed as Moka's rosario glowed.

_"I see I was right about this form." _pondered Inner Moka, making Moka look at her rosario in curiosity.

"What do you mean?" asked Moka confused, making Inner Moka sigh annoyingly.

_"When Ben transformed into this 'Phantom Knight', I sensed a strange energy emitting from him. It's not youki, but it feels somewhat similar." _answered Inner Moka, making Moka narrow her eyes in anger.

"You mean he lied to me about only transforming into aliens?!" asked Moka angrily.

_"Technically, he said he can turn into aliens. He never said he can _only _turn into aliens, so whether or not it's true, he never lied." _answered Inner Moka, making Moka pout and cross her arms.

_"You just wanted an excuse to suck Ben's blood, didn't you?" _deadpanned Inner Moka as Moka nervously laughed. Inner Moka groaned before the rosario's glow died down.

"Come out, you coward!" demanded Ms. Ishigami as her snakes hissed and looked around the area.

"How dareth thou calleth thy a coward?!" snapped Phantom Knight as he rose up from the ground behind Ms. Ishigami as he became tangible while Ms. Ishigami swiftly turned around and charged her snakes at him. Phantom Knight took off his green shield from his back and held it in front of him as snakes headbutted it and got broken skulls (if they have any). Phantom Knight extended his free arm forward as his green sword floats in mid-air before it charged at Phantom Knight, handle-first. Phantom Knight caught it single-handily and raised it in front of him while putting his shield on his back. Phantom Knight's shield had a green fiery aura around it, making Ms. Ishigami take a step back in fear.

_'That power. It's terrifying, like a vampire's.' _thought Ms. Ishigami before more of her snakes moved behind her. Phantom Knight slashed his sword horizontally as it unleashed a green energy wave at Ms. Ishigami. Ms. Ishigami stayed still as the energy wave hit her as she disappears in a green flash, making the witnesses gawk, thinking Ben killed someone.

"Did Ben just... " trailed off Zack as Phantom Knight turns toward them.

"Thou shall not worry. Thy merely sent the wicked gorgon to the alternate dimension of self-phobia." explained Phantom Knight as everyone sighed in relief while Phantom Knight vertically slashed mid-air as a thin green portal appeared and Ms. Ishigami fell out of it in her human form with paled skin. Ms. Ishigami fell on the ground shivering in fear.

"That... was... the... scariest... art... I have... ever seen." shuddered Ms. Ishigami, making everyone sweat-drop.

"Even her _fear _is art? Man, she's definitely art-obsessed." insulted Zack as the others nod in agreement.

**(Supply Room)**

Yukari frowned as she examined the statues.

"Well?" asked Ben.

"I'm sorry. I don't know any spell that can fix this!" cried Yukari.

The Newspaper Club had come to the art room after the fight and hearing the true story from Ben. Everyone had come running with Gin using his camera to take photos of evidence. He didn't even try mooning over the nude statues like he would normally have if the situation was any less serious. However, gorgon venom was a very potent substance and any magic which could stop it was hard to use since the first gorgon named Medusa had venom created by powerful divine influences.

"Great…" groaned Ben. He put his hand on a statue's shoulder, trying to offer at least a little comfort to the petrified girls. How was he going to fix this? He could use Clockwork, but he never reversed this many people before because using Clockwork's reversal powers tire him out a lot. As his hand made contact with one of the petrified girls, the Omnitrix glowed briefly.

**_DNA damage detected_**

Yukari blinked. Moka blinked. Mizore blinked. Kurumu blinked. Zack blinked. And Gin blinked twice.

"Did that thing just talk?" asked Gin.

"It must've responded to the statues'.DNA." guessed Ben.

_**Would you like to restore the damage done to DNA?**_

"Um…OK?" answered Ben. The Omnitrix released an ominous green glow before unleashing a bright flash of light that forced the Newspaper Club to shield their eyes. When the green light subsided, all of the statues which were really Ishigami's victims had been restored to normal flesh and blood. They seemed confused, dazed and disoriented…and naked. Ben quickly turned his head into Wildmutt's and sighed in relief now that he can't see anything. Zack flushed red as he quickly turned around to look at a painting on the wall.

"That is one incredible picture. Wow! I don't think I can turn my eyes away from it!" chuckled Zack.

"Oh, I see a work of art right before me." grinned Gin as he began to raise his camera, only to be smacked upside the head by Ben's ice mallet arm, knocking him face first into the floor.

"This isn't the time to be a letch! Let's get some clothes for these girls!" cried Kurumu

"Right!" nodded the remaining girls and Ben with a growl.

"Ehh…right." nodded Zack, managing to leave the art supply room without having to look at the collected group of nude girls who were still trying to get their senses together. Ben managed to leave as well after receiving a kiss on the cheek from Moka as a thanks, making Kurumu and Mizore jealous.

**Omarnosian10: Done.**

**Kurumu: Why does Phantom Knight look like Kamdor instead of Fright Knight?**

**Omarnosian10: Because Kamdor is the coolest-looking knight I know.**

**Moka: Please don't tell me he has the Dual Mode like Kamdor does.**

**Omarnosian10: Don't worry. He doesn't. I'm going to need a little help with next chapter.**

**Ben: What do you need help with?**

**Omarnosian10: Looking for a website to find out what gases I can make Gutrot use against Nagare.**

**Ben: Dude, you just spoiled the next chapter.**

**Omarnosian10: Meh, it's not the most important part.**

**Mizore: Is the reason you named this chapter 'Legends Reborn' because of Phantom Knight and Ishigami's fight is like the legendary knight that defeated Medusa?**

**Ben: I'm pretty sure you're right, Mizore, and this chapter shows that I used my ninja training in my other forms too, like using the Power of Air to increase the speed of Snare-Oh's punch.**

**Omarnosian10: True, true, and one more thing. I now have a poll asking if you want the Alien Force saga to happen between the Ruby arc and the PSC arc. Until next time.**


	9. Chapter 9: Gas Fight

**Chapter 9: Gas Fight!**

**Omarnosian10: Hey, readers. Sorry for updating a story late.**

**Ben: The author's mother is sick with a bad liver.**

**Kurumu: Because of the liver, she has yellow skin.**

**Yukari: As yellow as Kurumu's jacket vest.**

**Kurumu: HEY!**

**Omarnosian10: It's been that way for weeks. Now she's yellowish-brown, and because of that resembling a muffin's color, I can't eat those for weeks!**

**Moka: Aren't you getting off topic?**

**Omarnosian10: On the contrary, Miss Akashiya, I just switched. I apologize to readers from all of my stories for a late update. Now then, ON WITH THE SHOW!**

**(Ben's room)**

"I'm so glad Gwen made me take all those foreign language classes. Thanks to her, and Grandpa Max, I'm able to understand all this stuff." muttered Ben as he does his homework with the group (not including Gin). Though, he did have some opinions on the Japanese writing. Really, it all looked like chicken scratches to him when he started and now none of it looks like chicken scratches.

"You always mention Gwen and your grandfather, but never told me much about them. How come?" asked Moka as she looks up from her work.

"Moka, don't change the subject if you want Ben to fail his homework!" threatened Mizore.

"I agree with Mizore. After all, he _did _tell us pieces of his past, but we never even told each other an _inch _of our past." agreed Yukari. For a moment, Zack could've sworn he saw Moka's eyes turn black for a second while she grit her teeth in anger.

"It's okay, girls. She's just curious about my family." defended Ben as Moka sighed in relief. Zack blinked as Moka's eyes returned to normal until he shrugged off the black eye thing, thinking he needs some sleep.

"I'll tell you and save all questions until the end. Gwen, as you know, is my cousin. She's a witch but unlike Yukari she wasn't born one and is an alien witch. Well, didn't know she was an alien witch until we met our Anodite grandma for the first time, anyway. She actually began to learn about magic after she became a super-heroine called Lucky Girl using some mystic charm. She lost the charm but then she got another magical artifact and became Lucky Girl again, also temporary. On one of our adventures, we met this witch named Charmcaster and Gwen took a book of spells from her and since then became a powerful witch. When our 13th birthday came and before you ask, we're not twins, we're just born on the same day, which is why when we hang out, people mistake us for siblings. Anyway, when our 13th birthday came, we met our grandma for the first time, and discovered our alien bloodline. The reason Gwen has powers and I don't that doesn't involve the Omnitrix is because she has the spark of the anodite. The anodite race are mostly female, which is another reason why Gwen has the spark. From what my grandpa told me, male anodites are extremely rare. (took out his wallet and took out a photo of his cousin.) This is Gwen, and this is Grandpa Max." explained Ben before he took out another photo. Moka could feel the warmth in the smiles of the people in the photo.

"Gwen's an alien witch as I told you and my Grandpa Max is a Plumber." informed Ben.

"So he fixes pipes." deadpanned Kurumu.

"That's just the cover story. Plumbers are intergalactic police officers. They recruit races from all over the galaxy. My Grandpa was one of their human officers but he's semi-retired." informed Ben.

"Wow. So, he told you he was one?" asked Yukari as the listeners' eyes widened in wonder.

"Well, it was after something happened that he had to tell us. You see I told you I got the Omnitrix when I was ten, right? Well, what I never told you was that it was meant to go to my grandpa. An alien friend of his named Xylene had it sent to him but I was the one who found it and well this thing made me really popular with an alien named Vilgax."

"Who's Vilgax?" asked Moka.

"An alien warlord who wanted to take over the universe. He was after my Omnitrix and wanted to mass-produce it to make an army of shape-shifting aliens. The aliens in the Omnitrix mostly have combat capabilities so that's why Vilgax wanted it. With it, he could become any alien he wanted. He even went so far as try and cut off my hand just to get it, several times. (the listeners gasp.) Well, he never succeeded but those were close calls. Well, Grandpa Max then told us he tangled with Vilgax a few years back and sent him flying into space via rocket. He was my grandpa's enemy and then he became mine." explained Ben.

"So fighting Vilgax is like a family tradition for you?" asked Kurumu.

"Yeah, similar to your mission to save the succubus race, Kurumu." answered Ben.

"What is Vilgax like?" asked Zack.

"Evil, and ugly too. Let me show you. (his right arm turns into Fasttrack's as he drew on a blank sheet of paper a picture of Vilgax from what he recalled in his memory.) This is Vilgax." informed Ben as the listeners were looking at a depiction of a green humanoid creature with crimson armor and a beard of tentacles. The girls grimaced. Indeed, Vilgax was hideous.

"Grandpa Max warned me not to fight him, but I did anyway and beat him too." added Ben.

"So, where is Vilgax now?" asked Moka.

"The last time I saw him was before I sent him into the Null Void." answered Ben.

"Null Void? What's that?" asked Yukari.

"It's this dimension where dangerous alien criminals are put in. It's one scary place, scarier than Youkai Academy. Big and dangerous aliens lurk in that place and call it home. It's a huge red space with grayish-purple floating rocks." answered Ben. Moka and Yukari found all this fascinating while the others were beyond impressed. Even though Ben was mostly human, he had fought possibly hundreds of battles with the aid of the Omnitrix.

"So, the Null Void is inescapable." concluded Zack.

"Supposedly, but Vilgax actually managed to get out. I don't know how, but something in my gut tells me I haven't seen the last of him. (He looked at his Omnitrix.) And this time I'll be ready for him. He won't know what hit him." grinned Ben.

"Ben. If you do face him again, be careful." warned Moka.

"Moka, you're forgetting who I am. I'm Ben 10!" grinned Ben.

"I agree with Big Bro here. With the limb transformation function and his large roster of aliens, he can beat Vilgax in his sleep." exaggerated Yukari.

"By the way, Ben, how strong is Vilgax?" asked Zack cautiously.

"Imagine the Inner Moka. (points at Moka's rosario.) Multiply the size by 3, and there's your answer." shrugged Ben, making the listeners pale. If Ben had that much trouble fighting someone with the power of 3 vampires, they wouldn't stand a chance, let alone lay even a fingerprint on him. The only one who didn't pale was Inner Moka as the rosario faintly glows while she scoffed.

_"How dare Ben compares me to that hideous alien! I bet I could beat this Vilgax with one arm tied behind my back." _gloated Inner Moka, making Moka sweat-drop. Whenever the dual personalities talk to each other, it was mostly about how Inner Moka wanted to fight and how Ben's fights would've ended if she did it instead. Now she has another reason to want to be normal. So her pride won't get in the way of stuff.

**(Next Day, the Newspaper Clubroom)**

"Stupid peace of junk! Work already!" grumbled Gin as he tried to get the computer to work. In the Newspaper Clubroom, the group was with Gin. They were on a deadline too. A week had passed since the incident involving Ishigami-sensei. Knowing villains like her, it wouldn't be long before she reared her head again.

"Why not let me try and fix it?" offered Ben.

"OK, fix it." dared Gin as Ben activated the Omnitrix.

"Are you going to use Upgrade to fix the computer, Big Bro?" asked Yukari as Ben shook his head.

"No, I've been using him every time I need to fix something. I don't want to overuse only one of my forms, Yukari. I've learned that the hard way." grimaced Ben, remembering his loss of Feedback. Ben found the form he needed and slammed the Omnitrix, bathing himself in green light. When the light died down, everyone gawked at Ben's form. Standing in Ben's place is a small, red, devil-like alien who bears a close resemblance to a Gremlin/Imp. He also seems to be a little taller than Grey Matter, but smaller than Upchuck. He wears the Omnitrix symbol on his chest.

"JURY RIGG! cried the red alien.

_**FLASHBACK OF HOW HE OBTAINED THIS FORM**_

_Grandpa Max is currently staring at the nearly disassembled Rustbucket while 12-year-old Gwen is flipping through her spell-book and 12-year-old Ben is looking for Upgrade or XLR8 in the Omnitrix. The cause of the Rustbucket's condition is that Clancy returned and launched an ambush on the Tennysons by 'borrowing' some of Animo's mutated termites, making a whole swarm of them disassemble the RV. Ben and Gwen perked up when they found what they needed._

_"Got it!" nodded the cousins as Ben stepped in front of Max while Gwen chanted her spell quietly before her hand glowed pink and she fired a pink mana orb above Ben. Ben lifted his hand as the pink mana orb hit it and coated it in pink electricity._

_"Ben, wait!" warned Max and Gwen too late as Ben slammed the Omnitrix, bathing himself in green light and pink electricity, causing Gwen and Max to close their eyes in worry. When the flash died down, Max and Gwen opened one eye in worry until they gawked at what they're seeing. Standing in Ben's place is Jury Rigg, only now he is wearing a black/white jumpsuit that covers everything but the green eyes (that now has a black pupil) fingers, mouth and tail._

_"What... is... that?" gawked Gwen before Jury Rigg's eyes began twitching as he looked at the disassembled RV. Max put his arm in front of Gwen as they both step back._

_"FIX!FIX!FIX!FIX!FIX!FIX!" cried Jury Rigg as he began re-assembling the RV in a dust cloud. A few minutes later, the RV is repaired while Jury Rigg stood triumphantly on the top._

_"RV fixed." smirked Jury Rigg as Gwen and Max enter the RV and examine the inside, which is intact._

_"Wow, I thought only Upgrade could fix machinery." admitted Gwen as Jury Rigg hopped on Gwen's head while laughing hysterically._

_"Half true, but Jury Rigg can do it faster." laughed Jury Rigg._

**_FLASHBACK END_**

"BREAK!BREAK!BREAK!BREAK!BREAK!" cried Jury Rigg as he jumps at the computer while the students stepped away from it as the gremlin alien took apart the computer in a matter of seconds, making the students gasp.

"Hey! I told you to fix the computer, not tear it apart!" snapped Gin as a slight glimpse of his wolf fangs are shown. Jury Rigg ignored the pervert werewolf and wandered his eyes around the wires and metals.

"FIX!FIX!FIX!FIX!FIX!FIX!FIX!FIX!" cried Jury Rigg as he jumped toward the computer pieces and put the computer back together as fast as he took it apart. Jury Rigg leaned against the hard-drive with a smirk on his face.

"Check it out." dared Jury Rigg. Gin looked to the computer and found it in working order. Heck, it was performing better than it had originally.

"OK, you win." sighed Gin. As much as he resented Ben for his numerous talents, ability to attract girls, and fight on par with him, the American was an OK kid in his book. Gin then drooled as he pulled up a picture of a girl from his collection before Jury Rigg motioned for the others to turn around as the girls and Zack did what he said.

"Nice…" sighed Gin before his eyes bulged as a scary pop-up (not telling you what it is) appeared over his picture before he screamed girlishly and quickly turned off the computer. The sound of maniacal laughing drawn everyone's attention toward Jury Rigg as he laughed uncontrollably while holding his stomach.

"I forgot to warn you, it has one SCARY difference!" laughed Jury Rigg as Moka sweat-dropped.

_'He kind of reminds me of Ishigami.' _thought Moka nervously before Jury Rigg jumped off the desk and changed back to Ben.

"Hello, everyone! Working hard, I see!" said Nekonome cheerfully as she entered.

"Most of us." said Ben, eyeing Gin who is recovering from the fright.

"Well, why don't you all take a break? I've brought snacks." asked Ms. Nekonome as she handed them all snacks.

"Nekonome, this fish is raw!" exclaimed Zack.

"It tastes best fresh! Oh, Kurumu-chan, this letter was left in front of the classroom for you." informed Nekonome as she hands Kurumu a note. Kurumu took the letter and read the envelope.

"Wonder who'd send me a love letter?" wondered Kurumu. It was from someone calling himself her secret admirer. What she found, however, was a set of photos of her…dirty pictures. Some of them showed her in her underwear.

'_What!?_' mentally gasped Kurumu. She also found a note telling her to meet the sender at the Monster Tree in the main schoolyard. Kurumu quickly disposed of the items in the trash.

"Hey, what's wrong, Kurumu?" asked Ben.

"Oh, nothing! Anyway, guys, I gotta go! I just remembered I have something to do!" lied Kurumu as she made a rush out of the clubroom.

"Wait, but the deadline!" yelled Moka.

"She's already gone." sighed Ben.

"Hey, let's just finish without her! We don't need a ditcher!" snapped Yukari.

Ben flinched when he heard that, recalling the things he'd done in the past. He ditched out on numerous things before simply because he thought they were boring or not any fun. He tended to abuse the Omnitrix now and then when he was a kid. One such instance led to him meeting Kevin Eleven and their heated and downright malicious battles which followed up to Kevin's imprisonment inside the Null Void. Last he heard the guy had managed to escape and even get his human form back. What he was up to since then, no one knew. That comment also reminded him of... _it. _Ben shook his head to avoid remembering _that. _

"Kurumu-chan… I wonder if…she really does consider us friends." murmured Moka as she recalled her encounter with the succubus.

"What are you saying?" growled Ben.

"I mean the only reason she joined the club is to be close to you, Ben. I doubt Kurumu even does consider me a friend. Maybe…" trailed off Moka.

"That's the only reason you, Mizore, and Kurumu ever joined the club!" frowned Zack as Moka glared at him with a slight glimpse of black eyes.

"Zack, Moka, you shouldn't be quick to distrust your friends without reason. I've met my share of people who didn't seem like much or definitely not friend material, but in the end they're some of the people I'd trust my life with." argued Ben.

"Oh? Like who?" asked Yukari.

"Well, let me tell you about Tetrax…" began Ben.

**(Monster Tree)**

Kurumu followed the directions to the Monster Tree. The piece of foliage had definitely earned the name since it looked like an actual monster rather than just a simple tree which grew to look somewhat strange. Not many people went near it most days since there was a rumor going around that it actually was a monster who was just sleeping. Others say they had stepped inside its mouth and nothing happened. However, in a school where nothing was as it appeared, lots of people didn't like to take chances.

"Come on out, creep!" yelled Kurumu.

"Oh, how mean, Kurumu." whined a voice. Kurumu looked up to see a teen with brown hair that covered over one eye and freckles with a camera in hand. He looked like one of those greasy types who you never wanted to talk to because you knew something wasn't right about them. The creepy grin the guy had on his face certainly amplified the effect. Kurumu felt dirty just by how he was looking down on her.

"Who are you!?" demanded Kurumu, ready to pounce and attack.

"Forgotten about me, already? I'm Nagare, one of your fans. You once asked me to take photos of you." snickered Nagare.

"Oh, yeah!" remembered Kurumu. Back when she had her harem plot going on, she asked the guy to do a photo shoot for her so she could get her image going around and boys would try to meet her in person so she could charm them. Now that she had met Ben, she didn't need that anymore and had simply forgotten about him. Apparently he hadn't forgotten about her though.

"So, it was you who took those pictures!?" snapped Kurumu.

"Yup, and if you don't want me to spread them all over school, you'll spend the day with me!" threatened Nagare. Kurumu scowled. She really didn't want those dirty pictures to be spread. She'd be having perverts from all over the school coming after her. Not to mention all of the girls would think she was some kind of call girl. What else would everyone think if someone spread photos of her in her underwear all over the school? She already spread sexy photos of herself once already.

"O…OK." sighed Kurumu in defeat.

"Now, all you have to do is dress up in any cosplay of my choice and pose for pictures. First the gym clothes, then a school swimsuit, then a maid and…" listed Nagare.

**(Newspaper Clubroom)**

Eventually Kurumu returned to the club room, but she never felt so humiliated in her life. Nagare had a whole wardrobe of cosplay outfits ready to be used. Apparently he had been putting a lot of thought into his little plot. She didn't mind dressing up…so long as Ben was there to appreciate the view, but Nagare's perversely grinning face made her feel sick and dirty. She was just glad that he was done with his stupid photos and she could get back to work.

"I'm back." sighed Kurumu as she entered the room, trying to look like nothing was wrong, but the stares she was receiving certainly weren't making her feel better (except Ben, who had a neutral look).

"And just where were you?" frowned Yukari, her hands on her hips like a scolding mother.

"I was…dealing with something important I…I'm sorry it too so long." apologized Kurumu

"That's okay. We got most of the work done already." sighed Mizore.

"Oh…okay." nodded Kurumu.

"Just try not to get tangled up next time." warned Ben as he and the rest of the group headed for the door, hoping to relax in the dorms for a while.

"We need everyone on this and we're getting close to the deadline." informed Ben.

"Got it." nodded Kurumu solemnly. As Ben walked by Kurumu, he notice the sad look on her face, but not an apologetic look. It's much worse. As bad as... _that._ Ben shook his head and moved on. As everyone left, Kurumu walked over to the final draft of the school newspaper.

"They really did get it all done." awed Kurumu. There wasn't much left to do but select which articles would go where and put the paper together. Now Kurumu felt even worse. She had at least hoped that something would be left for her to do, so she could make up for some of the time she had wasted dealing with that slimy jerk and his perverse photography. Now she really wished she could have punched his lights out, but then he would have just spread those damn photos.

"Why so glum Kurumu-chan?" asked an unwanted voice. Kurumu whirled around to see Nagare grinning with that stupid grin and leaning on the side of the door frame. He looked as smug as ever.

"You! Thanks to you now everyone thinks I ditched work!"" snapped Kurumu, staring daggers at her fellow student.

"Hey, you're the one who decided to leave so to protect your own reputations. Pretty selfish if you ask me." shrugged Nagare guiltless.

"You were the one who snuck to my window so you could take those photos!" shrieked Kurumu, just itching to beat that smug grin off of his face.

"Maybe, but no one's gonna believe that considering your little harem plot in the past." laughed Nagare. Gripping his camera, his grin became a little wider.

"Now, about tomorrow…" trailed off Nagare.

"Woah, hold on! There's not gonna be tomorrow! I posed for your stupid photos already! Deal's over!" hissed Kurumu

"Well, for those photos anyway. But you know, these cosplay shots I got are pretty good. It would be a shame if I lost some, but I made lots of copies so I can afford to lose them anyway. But I'm just so clumsy so I might drop some again and again and never know where they might end up." shrugged Nagare.

"Nnnnnn! Fine! Just don't you dare spread those photos! I'll be back at the Monster Tree so you can take more." hissed Kurumu.

"Clever girl." laughed Nagare as the blue-haired girl stomped past in her anger and shame. Gazing around the room, his eyes landed on the final draft of the school paper done up in an envelope. Seeing it brought another sinister smirk across his face as an idea came to him. Walking across the room, he grabbed the envelope and began to examine it.

"Final draft huh?" guessed Nagare.

**(The Next Day)**

"It's gone, it's all gone!" panicked Moka.

"All the data's been deleted! And the backup disks are gone! Ew, and my keyboard's all slimy!" added Yukari as she checks the computer.

"And we worked all day on it yesterday too!" growled Ben.

"How unfair…" frowned Mizore.

"You have got to be kidding me!" complained Zack. The group had returned to their clubroom, ready to put the paper together for submission to Miss Nekonome who was in charge of printing them up for distribution. However, arriving at the clubroom, they discovered their final draft missing along with the backup disk and all of the data on the computer to be deleted. Everyone had put a lot of work into getting the work done on time and the feeling of despair was pretty heavy in the room. They didn't want all their hard work to have gone to waste, but that's what it looked like.

"We _got _to get a password on the computer." face-palmed Yukari as the others nod in agreement.

"We've got no choice people! We're working on a deadline now so all we gotta do is to do it all over again!" ordered Gin. Ever since he had joined the newspaper club since he first came to the school, he had never missed a deadline. Sure, he slacked off now and then, especially since he became the president, but you could always count on him to get the paper done on time and ready to print. He hadn't missed a deadline before, and he wasn't going to do so now! Kurumu knew, of course, who was behind this.

'_Nagare! That jerk!_' thought Kurumu angrily. That slimebag wasn't content to just mess with her alone and blackmail her into getting his perverted photos. Now he seemed to be drawing pleasure from messing with her fellow club members too. Enough was enough! She might have been willing to go through with the photos, but her pride and reputation wasn't worth letting all of their hard work go to waste. Snarling, she dashed for the door, leaving a trail of dust.

"Kurumu, where are you going!?" shouted Moka, but Kurumu did not answer.

"Forget her, that ditcher! We have work to do and we have to do it fast!" snapped Yukari.

"Something's not right." growled Ben. Kurumu had left them last night for something she claimed to be important, but leaving again means there might be a connection to these things. Ben shuddered as it reminded him of... _that._

**(Monster Tree)**

"Nagare, you slimy imbecile! Come on out!" shouted Kurumu as she showed up at the Monster Tree again. As expected, Nagare was sitting on one of the branches with that stupid grin on his face. In one hand he was holding his camera, all polished and ready for use. In the other, he was holding the final draft of the school paper. His grin just bragged how he thought he had her right where he wanted her. It wasn't too hard to figure what he wanted with that stupid look on his face.

"Looking for this?" smirked Nagare, waving the envelope around carelessly.

"Give that back!" demanded Kurumu.

"Oh, and why should I? Unless of course you're willing to do something for me in return…" said Nagare lecherously. Kurumu trembled.

"Just…give it back." begged Kurumu.

"Why don't you get on your knees and beg? How about you do it naked too?" asked Nagare. His finger was already going to his shutter button, thinking she would submit like she did for his photos. However, he then quickly produced a lighter instead, bringing it close to the envelope as he began playing with the igniter.

"Now, off with your clothes Kurumu!" laughed Nagare.

"What?!" cried out Kurumu.

"Off with your clothes, Kurumu-chan! Or say bye-bye to this piece of garbage. Honestly, I could write better articles in my sleep! And this photography? Shameful!" laughed Nagare. That did it.

"It's not garbage! It's something me and my friends worked so hard together to make!" admitted Kurumu. She let loose her wings and flew straight at Nagare. He was taken by surprise as she snatched the draft out of his hands.

"Yahoo! Got it!" cheered Kurumu.

"Oh…now you've done it…(a sort of tendril came out from his neck.) Take this!" cried Nagare. He started to pump out some sort of weird gas. Kurumu coughed.

"W-what is this!?" shouted Kurumu.

"I was just going to take photos, but maybe I'll just take the whole thing! And when you're unconscious, you can't stop me!" drooled Nagare, his teeth becoming spread apart as his whole body began to sag and droop like there weren't any bones in it.

"No…" moaned Kurumu.

**(Newspaper Clubroom)**

"WHAT!" cried Yukari.

"What is it?" asked Ben. Yukari was just tossing out some melon bread wrappers which Moka had gotten from some vending machines so everyone could have something to eat. Apparently something had shocked her, something fierce.

"Look at these!" cried Yukari, bringing over several…candid photos of Kurumu in varies sets of underwear. She seemed to be totally unaware that she was being photographed. Ben snatched the pictures in shock before the witch showed a letter.

"There was a letter too!" added Yukari as she handed Zack the letter as he picked up the letter and scanned over the words, his eyes widening in shock as he finished.

"I don't believe this. Someone was blackmailing Kurumu! He was going to pass these all over school if she didn't meet up with him!" cried Zack.

"WHAT?!" cried out everyone (except Ben), scrambling to read over Zack's shoulder. Sure enough, the threat was written on the paper. Everyone quickly began to feel disgusted that someone was willing to do such a terrible thing to their friend. Even Gin. He may have been a pervert, but what he saw or what photos he collected stayed with him alone. He never passed photos along and he never told anyone anything about what he may have seen.

"Do you think that's why Kurumu ran out like she did? She knew who stole the draft of the paper?" asked Moka before everyone felt an increase in heat from Ben's direction. They turned to see Ben with Heatblast's arm holding the pictures while burning them. Mizore backed away in fear before everyone noticed the look on Ben's face. The normal cheerful but serious look Ben always had has been replaced by pure raw anger as he thinks of... _that._

_'NO! Never again!' _mentally growled Ben as he finished burning the pictures before returning his arms to normal as he changed his head into Wildmutt's. He let out an angry roar before he rammed through the door and broke it as he uses his enhanced smelling to find Kurumu.

"Ben, wait! You don't know where Kurumu is!" yelled Mizore at the door. Ben ignored her as he ran off.

"Don't worry, Mizore. Wildmutt's sense of smell rivals that of a vampire or werewolf." informed Yukari.

"Plus, did you see the look in his face? Ben seems angry, but it also looks like he experienced this before." exclaimed Zack as the others prepare to leave before Gin blocked the door.

"Sorry. I'm all for helping Kurumu, but we need to get this done! If that guy did steal it, he may have destroyed it just to make Kurumu listen to him. If he still has it and we can get it back, then we can finish up later. Right now, we have to be prepared for the worst!" explained Gin.

_"I would take his advice. _(Moka's rosario glows, drawing everyone's attention to it.) _If what Zack said is true about Ben's anger, then he might blindly attack us and can't tell the difference between friend or foe."_ advised Inner Moka as the glowed died down, making everyone look down sadly before looking at the door.

**(Monster Tree)**

Kurumu felt like she was in a nightmare. At the moment, she had locked herself inside of the equipment shed, huddled in a corner with the draft of the school paper in her arms. The gas that Nagare produced was definitely potent. Her wings felt like lead so she couldn't fly and her vision was swimming slightly. If she had inhaled any more of the gas then she would have been out cold and at Nagare's mercy. Last she checked, the boy seemed pretty damn determined to take her in every way possible.

"Darn it… Ben…everyone…help me…" sobbed Kurumu as she felt weak and helpless.

"Nowhere to run, Kurumu…" laughed an unwanted voice. Kurumu's eyes widened as she scrambled away. She saw slime coming in through under the door and saw a pair of eye-stalks and a scary grin. The organism alone looked like a pile of snot and Kurumu thought she might gag at the sight of him.

"Here I am…Kurumu…" laughed the snot monster.

"W-what are you!?" demanded Kurumu. She didn't want to sound afraid, to at least show courage despite the fact that her odds didn't seem so good at the moment. She wouldn't give the freak the satisfaction in making her look weak and himself look powerful.

"Oh, just a slimy slug monster. Now, don't be shy. Let me a give you a hug!" said Nagare, and he really did look like a huge monster of a slug with his grin as he left slime as a trail. His eye stalks easily scraped the ceiling of the shed and the grin filled with large rectangular teeth made him look like a nightmare to her. Kurumu's courage failed as she let loose a scream. Normally madslugs weren't all that scary…if you were prepared. They specialized in terrifying people and loved to do it as often as they could. Needless to say Nagare was doing quite well with his people's favorite pastime.

"RATH!" cried an animal voice as the door was smashed off its hinges with the item in question slamming into Nagare and dropping him flat underneath it. Kurumu looked up to see an orange and white bipedal tiger about 9 feet tall with one claw coming out of each wrist. He has no tail. He is also muscular and has green eyes. He has stripes on his shoulders, head, legs and upper body. He has a white jaw, neck, chest plates, hands and feet. The Omnitrix is located in the center of his chest.

_**FLASHBACK OF HOW HE OBTAINED THIS FORM**_

_13-year-old Ben is currently behind a car, watching Thumbskull causing a rampage around the block while police tried to fire guns at him, resulting with the bullets bouncing off his skin. Without looking, Ben activated the Omnitrix until it obtained the Vaxasaurian silhouette. Ben slammed the Omnitrix as Thumbskull threw a car over his direction._

_"I should've went solo years ago!" laughed Thumbskull before he heard a roar as he turned around to see Rath, now wearing clothes like Fourarms', except it doesn't have the finger-less gloves and his eyes are yellow._

_"LET ME TELL YOU SOMETHING, THUMBSKULL THE THUMBNAIL-HEADED CIRCUS FREAK! I'M NOT HUMUNGOUSAUR, BUT YOU ARE GOING TO BE HUMUNGO-SORRY!" yelled Rath as he charged at Thumbskull. Thumbskull shrugged and charged at Rath. The two powerhouses punched each others' fists, creating a shock-wave that sent cars flying away and windows shattering. Thumbskull spun around Rath and sweep kicked Rath's legs, making him face=plant the ground as Thumbskull grabbed Rath's arms and pinned him down while laughing._

_"I can't believe how easy it was to beat you. You're nothing but a loud kitty." insulted Thumbskull as Rath's eyes widened in anger._

_"KITTY?!" growled Rath as he freed himself from Thumbskull and elbowed him in the face. Thumbskull covered his face in pain as Rath ran away before turning around and charging at Thumbskull while skidding his knuckle claw on the ground._

_"VAXASAURIAN UPPERCUT!" cried Rath as he used his lowered arm to uppercut Thumbskull, sending him flying away as Rath ran in front of him before rearing back his leg._

_"SIRIUS BUTT-KICKING!" cried Rath as he kicked Thumbskull's gut, sending him to a lamppost and hitting his head on the __light-bulb, sending him to near unconsciousness as he lands on the ground. Thumbskull weakly raised his head and finger._

_"Was that Sirius like the star, or serious like important?" asked Thumbskull weakly._

_"LIKE THE STAR!" cried Rath. Thumbskull weakly nodded before dropping his head and finger in unconsciousness. Rath roared at the sky in victory._

_"LET ME TELL YOU SOMETHING, BAD GUYS THAT MAY BE WATCHING THIS! LET THAT BE A LESSON TO YOU, OR FEEL MY RATH!" roared Rath._

**_FLASHBACK END_**

Rath's eyes instantly went to Kurumu, seeing her huddled in a corner.

"Kurumu, are you alright?" asked Rath, his green eyes showing relief. Over the couple of years Ben had used Rath, he learned to control his anger when talking to his friends. The first few times didn't work well when Rath was used and ended up with a few buildings destroyed. Luckily, no one was in those buildings and he had Clockwork during the time.

"Ben…" smiled Kurumu, almost not recognizing Ben. That was when the door shifted as the organism underneath it groaned, dealing with the sudden impact. Suddenly the slug slid out from under the door and left behind a trail. Nagare slid out from under the door and managed to turn himself around, glaring at Rath with his crooked teeth and extended eyes.

"LET ME TELL YOU SOMETHING, POLYMORPH (Goop's species) LOOK-ALIKE SLUG MONSTER WHO REMINDS ME OF ONE OF MY INSANE FEMALE ENEMIES! NO ONE, AND I MEAN NO ONE BLACKMAILS MY FRIENDS TO DO DIRTY THINGS AND GETS AWAY WITH IT!" cried Rath. Ignoring his rant, Nagare lunged at Rath, wrapping around the Appoplexian's body. However, it was quickly proven that while Nagare was tall in his true form, it was only because he was standing on tip-toe figuratively speaking. Rath was proving himself much taller as he tried to pry the slug off his body. However, he was revealing himself to be just as sticky as he was slimy as Rath tried to get a good grip on the monster. When Rath got a good grip, he smirked as he slowly pries the slug off.

"KINECELERAN BODY TOSS!" cried Rath as he pries off Nagare and tosses him far away from him and Kurumu. Rath quickly ran toward Kurumu and helped her up before changing back.

"Are you okay?" asked Ben concerned as he noticed Kurumu's heavy breathing.

"I don't know. That creep used some kind of gas on me and now my wings feel heavy." answered Kurumu as Ben scrolled through the Omnitrix.

"Gas, huh? Well, I think I have the solution." smirked Ben as he slammed the Omnitrix, bathing himself in green light before transforming into a mechanical humanoid in a green outfit, with the exception of his head and shoulders being a lavender color. He has four fingers on each hand, which are apparently gloved. He has nozzles/openings. He has two on both of his arms, one on each of his shoulders, three on the rim in between his shoulders, three on his head, one on his back and one in the center of his posterior. He has a belt with a window on his stomach so that the green gas can be seen. He wears the Omnitrix symbol on what appears to be some kind of gas mask in front of his mouth.

"GUTROT!" cried the chemistry-based alien.

_**FLASHBACK ON HOW HE OBTAINED THIS FORM**_

_Ben is currently sitting on a wood bench waiting for the bus to take him to Youkai Academy._

_"Ah, nothing but peace and quiet. Nothing ca- (covers mouth while looking around before uncovering mouth) Phew, for a moment there, I thought I jinxed this." sighed Ben in relief before the sound of missile launching can be heard. Ben barrel rolled away from the bench as missiles destroyed it. Ben stood up and looked behind him to see the Vreedle brothers (AF/UA appearance) holding missile blasters._

**(A/N: Ben has encountered some villains from the other series when he was younger, not counting Malware, since he became a villain between the original series and Alien Force.)**

_"The Vreedle Brothers? What do you guys want?" asked Ben annoyed since he faced them many times when he was 14._

_"We're here for what ya call, revenge." answered Octagon._

_"In the _morning?! _What kind of simpletons do that?" snapped Ben._

_"Uhhhh, we don't know what simpletons are, buuuut, we do sleep early at night and get up early." replied Rhomboid dumbly before Octagon noticed Ben's attire._

_"Tennyson, what's up with the what ya call, attire ya wearing?" asked Octagon curiously._

_"I'm going to a school for non-human species." answered Ben as Octagon's eyes widened._

_"Boid, dun' ya know what this means? (Rhomboid shook his head) It means that this could be our last chance to have our revenge on Tennyson." realized Octagon as Rhomboid's eyes narrowed at Ben before switching his missile blaster to laser blaster._

_"Then let's take it." declared Rhomboid as he and Octagon repeatedly fired lasers around Ben as he activates the Omnitrix and quickly slams the dial down as the laser smoke covers him._

_"Did we get him?" asked Rhomboid as the smoke disappears, revealing Gutrot looking at his hands._

_"Okay, who's this?" asked Gutrot as he looks at himself._

_"Octagon, I believe Tennyson has transformed into a (snaps fingers repeatedly) I dun' remember the name of the species, but I do recall their ability to mix up the chemicals in their bodies and expel them as gas." informed Rhomboid as Octagon glares at him._

_"Boid, do ya have any idea what ya done?! Ya told Tennyson here what his current form can do!" snapped Octagon at his brother before Gutrot expelled green gas from his arm nozzles directly at the Vreedle brothers. They gasp before their eyes rolled backwards and they fell unconscious._

_"How do you like that fluoromethyl-hexafluoro-isopropyl-ether? (shakes head) I have no idea how I know about that. Now to think of a name for this guy." noted Gutrot as he walked over to the unconscious Vreedles before picking up one of their weapons and looking at the reflection._

_"Gasman? No, I'm not legally an adult, and it sounds like my power is farting. Jade Mist? No, I create gases, not become one. I got it. (snaps fingers) Since I don't have internal organs inside me, I'll call this guy, Gutrot." nodded Gutrot before he heard a bus horn as he quickly changed back._

**_FLASHBACK END_**

"What can this form do?" asked Kurumu as Gutrot expelled gas from his arm nozzles at Kurumu. Kurumu quickly inhaled the gas in fear, thinking Gutrot was going to knock her out until she blinked in confusion while flapping her wings repeatedly. Kurumu smiled before Nagare groaned while getting up. The slug noticed Kurumu's condition and glared at Gutrot.

"What happened to my gas?" glared Nagare.

"It's nothing but some carbonated hydroxide, which cancels the desired effect of any poisonous chemicals. (Kurumu and Nagare looks at him confused.) You have no idea what I said, didn't you? (sigh while Kurumu and Nagare nod) It's basically the gas version of sugar, which cures poison." explained Gutrot while Nagare clenched his fists.

"I DON'T CARE IF YOU CAN CURE CANCER! NO ONE WILL KEEP ME FROM MY KURUMU, ESPECIALLY A FREAK LIKE YOU, BEN TENNYSON!" roared Nagare as he slowly charges at Gutrot. Gutrot narrowed his eyes dangerously before he expelled gas from his arm nozzles toward Nagare. The gas surrounded Nagare in a light-blue cloud. Out of curiosity, Kurumu flapped her wings and blew the gas away to reveal Nagare covered in extremely thin ice. Nagare glared at Gutrot as he tried to pump his gas, but nothing came out.

"WHAT?!" cried Nagare.

"Hey, what's the matter? Out of gas?" joked Gutrot as he laughs, along with Kurumu.

"My turn." smirked Kurumu as she clawed around Nagare, leaving slash marks leaking what appears to be green blood. Nagare weakly groaned before he fell back weakly.

"That'll teach ya." muttered Gutrot before he slammed the Omnitrix symbol on his gas mask, changing back to human. Kurumu approached him before the sound of maniacal laughing is heard as they turn to see Nagare in his human form holding a phone, surprising Ben since he never thought that the students here have phones.

"This isn't over yet!" laughed Nagare.

"Give it up, Nagare! You can't use your knockout gas anymore!" stated Kurumu.

"On the contrary, my Kurumu, it hasn't even begun! Before I printed my photos, I also uploaded them to my phone, and if you don't kill Tennyson, I'll post them all over the Youkai Web." threatened Nagare as Kurumu gasped in horror. Ben's eyes narrowed at Nagare before they became slits, but not vampire or reptile slits, more like a beast. Nagare continued his maniacal laughing until a green/black/blue blur passed him and snatched his phone.

"WHAT?! Where'd my phone go?!" wondered Nagare until a brown/black rocky arm uppercut punched him and sent him flying until he suddenly stopped in mid-air, courtesy of Ben's raised Gravattack arm. Ben put his Gravattack arm down and increased Nagare's gravity, making him hit the ground and create a small crater. Ben decreased the gravity as Nagare rises in mid-air with a few bruises. Nagare sighed in pained relief before being slammed into the ground again, deepening the crater. Nagare pushed his arms against the ground until he felt the gravity return to normal. Nagare stood up with more bruises and tears on his uniform before being clawed on his chest by an orange beast arm, tearing more of the uniform and leaking green blood. Nagare coughed up green blood before being punched in the face by a diamond fist, making him fall on the floor unconscious. Kurumu looked to see Ben in front of Nagare with his right arm replaced by Diamondhead's and his left arm replaced by Wildmutt's. Kurumu sighed in relief before gasping in shock as Ben's arms turn into Heatblast's as he raised them high while a massive fireball forms above him.

"Ben, what are you doing?!" gasped Kurumu scared. Ben didn't hear Kurumu as he looks at Nagare in pure rage and sees a certain Navajo girl instead. Ben's pupils shrunk in anger as his fireball became hotter from his rage.

"BURN OUT OF EXISTENCE AND NEVER COME BACK ALIVE, KAI!" roared Ben as he rears back the fireball before feeling a pair of arms around his waist, pulling him back. Ben turned his head to see Kurumu holding him while sweating, no doubt from the massive heat.

"Ben! Don't kill Nagare! He's already unconscious and he can't blackmail me anymore! He got what he deserved, so there's no need to kill him, please." begged Kurumu, surprising Ben that even though Nagare blackmailed her, she still doesn't want him dead. Ben looked at Kurumu's violet eyes and his fireball disappeared before his arms turned back to normal. Ben's forehead sweated from exhaustion before he fell into Kurumu's arms and fell unconscious.

**(Newspaper Clubroom)**

The aftermath hadn't been pretty. Nagare was immediately turned in for what he tried to do and Miss Nekonome reported that he would definitely be expelled. The headmaster did not take kindly to someone blackmailing his students or trying to rape them. What happened to Nagare after that depended on what the madslug leaders decided. Although they reassured them that despite of their fondness for scaring humans, not all madslugs were as horrible as Nagare was. Kurumu was accepted back into the club with open arms. However, even with the return of their draft, the club had to work like crazy to get the copy of the paper ready. Miss Nekonome had come to get the paper ready for printing and found most of the club all asleep with the finished copy ready to be handed over. Gin was slumped over on his desk, drooling much like a dog would. Zack was leaning back on his chair with Yukari burrowing into his sides. Moka and Mizore were leaning against each other's backs. When Kurumu told them that Ben was exhausted, Nekonome excused her and Ben from the club, despite Moka and Mizore's protests.

"It seems their friendship was as strong as it ever was. They've all earned this break." smiled Nekonome as she collected the original copy of the paper.

**(Ben's room)**

Ben began to stir as he felt something wet on his forehead, most likely a wet towelette. Ben opened his eyes and realized that he's back in his room, laying on his bed without his shoes, socks or uniform jacket.

"You're awake!" cheered Kurumu as Ben sat up while taking off the moist towelette. Ben turned his head to see Kurumu sitting on his bed.

"Why are you in my room?" asked Ben.

"You fell unconscious after beating Nagare, remember?" reminded Kurumu, confusing Ben for a while until he remembered everything. Ben sprung up from his bed and landed in front of Kurumu before his arms turned into ice blades.

"Where is that slug-thing? I'm not done with him yet!" growled Ben while looking around.

"Don't worry. The Headmaster expelled him and the madslug leaders are going to decide his punishment. (Ben sighs in relief as his arms turn back to normal.) Ben, when you were going to kill Nagare, you called him Kai. What made you snap like that?" asked Kurumu curiously. Ben looked down sadly before sitting beside Kurumu.

"It's something I wanted to forget since... _that._" grimaced Ben.

"You don't have to tell me if it's that bad a memory." assured Kurumu.

"No, you deserve to know, the others don't. Remember Blitzwolfer? (Kurumu nods) Well, the first time I turned into him was around the first time I had a crush. (Kurumu hissed) When me, Gwen and Grandpa went to a Navajo village during the summer I got the Omnitrix, I had a crush on Grandpa's friend's granddaughter, Kai Green. During our time there, we encountered a Loboan, Blitzwolfer's species. When I fought him, he scratched the Omnitrix after it timed out. When I came back to the village, I started transforming into Blitzwolfer, but slowly. When the transformation completed, I found out about the Omnitrix's ability to scan DNA. The next morning, Kai told me that she only cared about Blitzwolfer instead of me." explained Ben.

"But, aren't you and Blitzwolfer the same person?" asked Kurumu with clenched fists.

"Kai either doesn't know that, or doesn't care. Since then, she had a crush on Blitzwolfer. I thought she would let go, but instead, she became obsessed with Blitzwolfer. I found that out a year ago. When I used Blitzwolfer to stop a robbery, Kai secretly caught footage of me turning into Blitzwolfer and changing back. She used that to blackmail me into secretly dating her as Blitzwolfer. At first, I had to because of my secret identity, but when I finally had the courage to deny her, she had a back-up plan. She also had footage of Gwen using her mana spells and threatened to post it online so the government would take her away for experimenting. I had to accept that. It continued for a few days until Wes found out about it. Before he could call Max, (tears appear in his eyes as he begins to sob) Kai killed him with one of his old Plumber blasters and hit the heart. I finally had it! I changed from Blitzwolfer into Rath and gave her a massive beat-down. I called Grandpa and erased the footage so she wouldn't blackmail me anymore. The Plumbers arrested her for attempted sexual harassment, blackmail and murder. Her last words were exactly 'I don't care how long it takes and I don't care how many people I have to kill! Blitzwolfer will be mine!' The Plumbers had a funeral in the Navajo village where Wes lived. All of the Plumbers attended it, along with Kai's parents and grandma. I stayed the longest and knew that it was my fault! If I hadn't let the Yenaldooshi scratch the Omnitrix, then Kai wouldn't be so obsessed and Wes would still be alive!" sobbed Ben as Kurumu puts his head in her chest, but not in an attempt to seduce him, but to comfort him. Ben couldn't take it and hugged Kurumu tightly as he cried in her chest. Kurumu petted Ben's hair soothingly while gritting her teeth in anger.

_'If I _ever _see Kai's face, I'm going to make her unrecognizable for blackmailing my Destined One!' _mentally swore Kurumu as she continued to comfort Ben.

**Ben: Wow!**

**Kurumu: That hasn't happened in any other stories.**

**Moka: You really hate Kai, do you?**

**Omarnosian10: Yep!**

**Yukari: So what's the next chapter?**

**Omarnosian10: From now on, I'm telling the title of the next chapter. The next chapter will be my own version of the Ruby arc.**

**Ben: So you're not following the manga?**

**Omarnosian10: Not exactly. I'm mixing up the two. The next chapter is called 'The Witch's Storm'. Until next time and please rate and review!**


	10. Chapter 10: The Witch's Storm

**Omarnosian10: Hello, readers.**

**Moka: Sorry that this is a few months late.**

**Kurumu: It's the 10th chapter, and the author has a habit of making it specials.**

**Omarnosian10: Speaking of specials, do you know what month it is?**

**Yukari: November?**

**Omarnosian10: YES! And do you know what's coming up?**

**Ruby: A special like the Hedgehog 10 finale.**

**Omarnosian10: -_-**

**Ben: And before any of you complain, no, this _won't _be a finale.**

**Omarnosian10: It's a team-up, one of the many happening in this story. (whispers) And I'm pretty sure many of you know what's coming up. ON WITH THE SHOW!**

**Chapter 10: The Witch's Storm**

**(Outside the Academy)**

Ben is currently standing against the scarecrow sign, wearing his casual attire (Alien Force appearance with the green finger-less gloves as a bonus) while crossing his arms and occasionally scratches his neck for some reason.

"Hey Ben!" greeted Moka while wearing a yellow dress with a pink jacket over it. Ben was about to scratch his neck until he noticed Moka and quickly regained his composure.

"Hey." greeted Ben casually.

"You're early. We're not suppose to meet for another half hour." informed Moka.

"Had to be prepared." shrugged Ben while Moka played with her fingers.

"Um, Ben, (Ben looks at her uncertainly) I've overslept and didn't have time to get breakfast during the rush, so... " trailed off Moka as Ben becomes nervous.

"We have enough time, so-" paused Ben before Moka lunged toward him.

CHU!

"Hey! You didn't let me finish!" yelled Ben as soon as Moka stopped drinking his blood before she stepped away and tilted her head in confusion, but for a different reason.

_'Why did his blood taste more.. vegetable-like?' _thought Moka confused as Ben notices her confusion and hoped it wasn't for what he think it was.

_**FLASHBACK**_

_"(Yawns) Time to hit the showers." yawned Ben as he woke up and walked into his bathroom. Ben turned on the sink and splashed some water on his face. When he looked up toward the mirror, his eyes widened.  
_

_"What in barnacles is happening?" wondered Ben, unaware that he talked like Spongebob as he looks at his reflection, showing his neck turned plant green and some green cracks on his face, most around his eyes like a mask._

**(A/N: Think Zompire from Kickin It, but leaf green)**

_"AAAAH!" screamed Ben in panic as he rubs the green areas and neck before realizing it's not paint, making him worry even more._

**_FLASHBACK END_**

After that, Ben used Jury Rigg and Upgrade to make an I.D mask. Unfortunately, he had to use some parts of his 'baby'. Yeah, that's right. Like Kevin, Ben also treats his motorcycle like a person. Ben almost burst into anime-tears for the Galacticycle's de-construction. Luckily, Echo Echo's duplication also effects the items he holds. He'll talk to his Grandpa about his condition after the trip. Moka narrowed her eyes at Ben in suspicion until...

"Hey come on!" shouted a voice getting Moka and Ben's attention. They saw Kurumu, Yukari, Zack and Mizore walking towards them.

"Well look who came a bit early." glared Kurumu before Zack sniffed the air and recoiled.

"Yuck, who eats vegetables for breakfast?" grimaced Zack as Kurumu, Yukari and Mizore sniffed the air and slightly smelled something vegetable-like, Moka narrowed her eyes toward Ben suspiciously, and Ben shrugged while folding his arms.

"I decided to try something different for breakfast. You got a problem with that?" growled Ben as the others shook their heads while Moka sighed relief, thinking that Ben was replaced by a plant duplicate until that conclusion.

_**HONK! HONK!**_

A bus was coming and everyone saw Ms. Nekonome there waving to them.

"Hey guys! This is the Newspapers Club's first trip to the human world. So let's all be happy and have a great time!" cheered Nekonome.

"Yeah!" shouted the girls happily as the boys fist bumped each other before Zack noticed that one of the members wasn't here.

"Where's the wolf?" asked Zack.

"Well, he flunk a few subjects, so he has to do make-up classes." answered Kurumu as everyone nodded before getting on the bus before it drove off in silence for a while.

"So Tennyson, I heard about your forms on the news. I also know that you've fought with some students and a couple of teachers during your stay here." informed the Driver as Ben looked at him suspiciously.

"How did you know?" asked Ben suspiciously while leaning against the wall on his seat.

"Kid, nothing's a secret here at Youkai Academy. Oh, by the way, my favorite fight was your form called Phantom Knight against Ishigami, who is a gorgon. (chuckles) That was clever, reliving the legend of Medusa and the brave knight who fought her." commented the Driver as Zack thought of something.

"Hey, while we wait, how about we tell each other about our favorite forms that Ben has, and explain why?" suggested Zack.

"Whatever." shrugged Ben.

"That's a good idea!" agreed Yukari as the others nodded before Zack blushed in response.

"I'll go first! My favorite form that Ben has is Chromastone, because I like the color pink, and Chromastone's crystals are pink, and he can absorb energy to make himself stronger, like I can suck blood to make myself stronger." started Moka as Ben sweat-dropped.

"My turn! My favorite form is Astrodactyl, because since he resembles a pterodactyl, my species and him have a lot in common." continued Kurumu as Ben nods in understanding.

"Grey Matter! He and I are the smartest in the entire school." gloated Yukari.

"Wildmutt! He uses his smelling a lot more than werewolves, representing the usefulness of survival instincts." added Zack as Nekonome shivered, not liking dog-based forms.

"Icepick, be-" started Mizore.

"Wait, wait, wait! Icepick? I never heard of that guy." asked Yukari confused as Moka glances at Ben.

"He's one of my recently unlocked forms, so I haven't used him before in the human world." explained Ben as the others awed.

"Anyway... Icepick and I both have control over ice." explained Mizore as everyone turns their attention toward Nekonome.

"Um, my favorite is Rath, because (plays with her fingers) HE'S A BIG KITTY!" yelled Nekonome shamefully as everyone but the Driver and Ben face-faulted, since the latter knew this would happen.

"Mine's Clockwork. I drive through space with this bus while he travels through time." added the Driver, deciding to add his opinion.

"So what's your favorite Ben?" asked Moka as everyone turned their attention towards him. Ben gave a thoughtful, but sad expression. Ever since he lost Feedback, he never thought of which alien or Nicktoon form would be his new favorite.

"Heatblast, because he's the first one I transformed into." answered Ben honestly as Mizore shuddered in terror, the former deciding not to tell them about Feedback yet and the latter remembering Ben using the arms and eyes of said alien. Soon, everyone was inside the tunnel. It was pitch black despite the fact that the driver had turned the bus lights on. But no sooner had the group gone into the tunnel did they see a light in the distance.

"Okay… Here we go." said the Driver as everyone had to shield their eyes for a minute because of the blinding light that greeted them as they left the tunnel. When they opened their eyes again, they saw that they were on a regular highway. Gas stations, people on bikes, or walking down the side of the road passed them.

_'I'm back!' _mentally cheered Ben.

**(Meanwhile, somewhere close-by)**

"Are you sure it's here?" asked a spiky raven-haired man with black eyes, wearing a black ninja suit with navy blue highlights as he rests his arm on the front seat of the van.

"Yeah, it's here alright." answered a Japanese descent man with a black bowl haircut, green eyes in a different shade than Ben's, wearing glasses and a black ninja suit with green highlights as he sits in the front between two other men, wearing the same attire as him, but in different colors.

"I still can't believe it's been 8 months since our team-up!" smiled a slightly tanned man with brown hair messier than Ben's and brown eyes, wearing the yellow highlighted attire sitting on the right side of the front.

"Me neither, and _he _escaped again!" groaned the spiky black haired African-American with dark brown eyes, wearing the red highlighted attire as he drives the van.

"That dino-freak could've destroyed your uncle instead of releasing him in the Abyss." commented a pale skinned blonde man with black eyes, wearing the crimson red attire as he sits against the wall.

"Hey! Is that a Plumber Badge?" asked a platinum blonde woman with blue eyes, wearing the light blue attire as she looks over the navy man's shoulder to see a screen with the Omnitrix symbol on it.

"Yup. (nods) But we can't get the Plumbers involved until necessary, okay?" assured the green man as the others nod.

**(Japanese Beach)**

The girls got into their swimsuits and Zack and Ben were only in their trunks. Ms. Nekonome was in her swimsuit as well except, she was eyeing the fish the chef was cooking. Zack, Moka, Kurumu and Yukari are playing volleyball, the pre-teens against the teens. Far from the game, Ben is sitting on the sand while watching the ocean and hearing the waves, remembering the Morphoid invasion when he met Spongebob and Patrick on Volcano Island and visited Bikini Bottom. Feeling a bit nostalgic, Ben activated the Omnitrix and scrolled to Ditto's hologram as he raises it in front of his face while looking at it.

"The ocean, it's so beautiful." sighed a female voice. Ben turned his head to the voice before deactivating the Omnitrix and saw Mizore standing there, wearing a white 2-piece bikini, watching with him. Mizore then sat right next to Ben, and leaned on his shoulder causing him to blush.

"It sure is." replied Ben.

"So what were you thinking about?" asked Mizore curiously.

"What do you mean?" asked Ben, pretending to be clueless.

"I saw you looking at one of your forms through a hologram. I knew you wouldn't transform, but you were looking at it like a reminder. I've done that before at the pond." answered Mizore as Ben sighs defeated before reactivating the Omnitrix, already set to Ditto's hologram.

"You seen this form before? (Mizore nods) I call him Ditto, and he's a Splixson from the planet Hathor. He's the 17th alien I unlocked and the first form that I got with cloning powers. I unlocked him by accident 5 years ago during a stay in the beach with Gwen and Max. I wanted to use Stinkfly against Animo's mutant bird, but I got Ditto instead. I discovered his cloning powers when the bird tried to pull me off a rock I was holding on to. Unfortunately, Ditto has a weakness when he clones himself. (Mizore looks curious) When one clone gets hurt, the others feel the same pain. And unlike Echo Echo, their minds aren't linked, so they're hard to work with sometimes." explained Ben as Mizore nods in understanding.

"That makes sense, and don't worry, I won't tell Moka about Ditto." assured Mizore, knowing why Ben used duplication aliens only when Moka isn't around.

"Thanks Mizore." thanked Ben as Mizore boldly gave him a kiss on the cheek, surprising Ben that it felt warm. Mizore blushed as she stood up along with Ben and ran toward the volleyball game.

**(Sunflower Field)**

Everyone except for Ms. Nekonome who went back to eyeing the fishes got their clothes on and headed out to the sunflower field to enjoy the peaceful sight. They arrived at the field and looked around in awe. There were SO many sunflowers! Like everywhere! Zack picked a flower up and started to sniff it.

"This place is pretty nice." commented Zack.

"I wonder if this is for tourists?" asked Moka.

"But there's nobody else here." exclaimed Mizore.

"Yeah, you're right." agreed Kurumu. Unknown to them, a pair of pleading pink eyes was watching them. Ben looked around the field but stopped when he felt a strange presence in his mind.

_"Join... us..."_ echoed a monstrous female voice in Ben's mind. Ben shook his head and looked around, suspicious and relieved that the strange voice is gone.

"But this place is so beautiful." exclaimed Yukari. The pair of eyes noticed Ben's current state of mind and was about to follow until everyone noticed a couple walking together.

"Oh no, how did we end up over here? We should leave." asked the woman scared.

"Hey, come on. What's the big rush?" smiled the man.

"Wait a sec, you haven't heard about this place, have you? Listen, this is the same hill that people keep disappearing from." informed the woman. Ben and Zack's eyes widened. People are disappearing from this hill? Maybe that voice Ben heard earlier had something to do this.

"No way, really?" gasped the man.

"That's why I'm totally freaked out here. From what the locals say this place is cursed by a witch. Apparently she was angry about plants developing this hill! Come on, let's go!" exclaimed the woman as she grabbed her boyfriend's hand and started to walk away

"A witch that's kidnapping people?" asked Zack disgusted that his crush's species are responsible.

"Hear that Yukari? Sounds like your relatives goes around abducting people." chuckled Kurumu.

"And apparently you believe everything you hear! I guess you're every bit as a dimwit as I thought you were!" glared Yukari.

"Charmcaster!" growled Ben while punching his open palm as everyone looked at him, including the eyes.

"Charmcaster? You mean that evil sorceress that mainly your cousin Gwen fought over the years?" asked Yukari, recalling the enemies Ben told them about.

"That's her alright." nodded Ben.

"But what would she be doing here?" asked Moka confused as Ben shrugged while putting a hand on his chin.

"Maybe she's tracking you down." suggested Zack as Ben looked at him.

"Maybe, but I'm not sure. Charmcaster is mainly Gwen's enemy, so she rarely fights me alone. Last time I met her was during the Morphoid invasion." informed Ben.

"Morphoid invasion?" blinked the others.

"It's a long story. But we can't focus on that right now. She's a powerful enemy, maybe not Vilgax's level, (the others shuddered) but she uses her arsenal of spells to make up for power. I can't tell you her clothing since she might've changed it, but I'll give you a description of her. She has purple eyes darker than Kurumu's, slightly lighter skin than Zack's, and long silver hair in a similar style to Inner Moka's. Another thing is that she uses stone monsters as her main minions." described Ben as the others nodded in understanding.

"He faced one of our kind before? He'll be a great ally." whispered a female voice as the eyes disappeared.

_'What was that about?' _thought Ben, recalling the strange voice he heard a while ago.

**(Beach Campsite)**

The sun is setting and everyone returned to the campsite. There they met up with Ms. Nekonome all dressed up. They then started to set up camp with Ben's instructions.

"Okay, guys! I'm going to go out and grab some fishes! The fish that they have in the human world is the best!" sighed Nekonome heavenly.

"Is that one of the reasons why we're here or is that the only one?" asked Ben with his eyes narrowed.

"Um...well...I'll be right back okay?" smiled Nekonome nervously as she ran off. Ben had to shake his head in disapproval.

"As long as she never tries to make me go Walkatrout or Ripjaws, I think I'll manage." commented Ben.

**(Nighttime)**

It was now dark out, everyone was finished setting up the tent and everything else. All they had to do now was get food in their stomachs! Moka was chopping the vegetables, Zack was getting wood for the fire, Mizore was setting the inside of the tent, Ben went into the field to investigate and Kurumu gathered berries from nearby bushes. The only person who wasn't doing anything was Yukari, she tried asking her friends to see if they needed some help with what they was doing but they said they it was okay. Yukari ran off toward the sunflower field to find Ben.

**(Sunflower Field)**

Ben is currently walking around the field with his right arm turned plant-like while his hand had a fire surrounding it, lighting up his location. Ben heard some rustling from behind him and quickly turned around and prepared a fireball until he noticed it was Yukari, who yelped for a moment until Ben put out the fireball and lit up his palm.

"Yukari, what are you doing here?" asked Ben.

"I had nothing to do so I thought I should help you with the investigation. (Ben nods) But why aren't you using Heatblast or Atomix to light up the place?" asked Yukari.

"Well, their lights are too bright, and I don't want to attract any unwanted attention." half-lied Ben. For some reason, the Omnitrix is only set on the Swampfire transformation, both whole and limb. Before Yukari can reply, they heard a strange sound surrounding them. Increasing the fire, Ben raised his Swampfire arm as the surroundings became revealed, shocking Yukari and confusing Ben. Standing around them are a dozen plant creatures shaped like...

"Kelzaks?" muttered Ben confused.

"You know what these things are?" asked Yukari while raising her wand defensively.

"Yeah, but if they're here, then that mea-" paused Ben as a plant Kelzak swung it's fist at him. Ben ducked and quickly uppercut it with his Swampfire fist.

"Less talk, more action!" cried Yukari as her wand crystal glowed blue along with the whole area before Ben covered his eyes with his human arm. Ben uncovered his eyes and saw eight floating cards with fairy-sized wings floating around and cutting through the plant Kelzaks on her side. Ben nodded impressed that Yukari could do other spells than kitchen appliances. Yukari smiled in victory but shortly frowned when the plant Kelzaks reproduced from the cut parts.

"They're like hydras. (spin-kicks a plant Kelzak behind) Rip or cut them apart, and more come out of the pieces." commented Ben before a plant Kelzak lunged behind him. Ben leapt high behind it and butterfly kicked it to the ground. Ben activated the Omnitrix and sweep-kicked a plant Kelzak before slamming the dial, drawing attention and momentarily stopped the fighting. Ben is now a muscular humanoid, plant-like alien that has an overall green and black colored body, mostly with a flame-patterned helmet-shaped head and root-like feet, seemingly holding rocks. Also, his shoulders and head have red petals and his hands mostly resemble claws. The Omnitrix symbol is on his chest.

"SWAMPFIRE!" cried the Methanosian as he backhand punched a plant Kelzak.

_**FLASHBACK ON HOW HE OBTAINED THIS FORM**_

_13-year-old Ben is currently in a park facing Acid Breathe. Some trees have been rotten and there's a few craters created by Acid Breathe's, well, acid breathe._

_"Come on, Omnitrix, give me Goop, or Bloxx." pleaded Ben as he hides behind the tree while the Omnitrix turns from red to green._

_"You can't escape me this time, Tennyson." grinned Acid Breathe as he noticed a green flash behind a tree before he exhaled a green gas at it, burning off the tree until its a stump. Seeing nothing behind the stump, Acid Breathe turned around._

_"Regeneration? Sweet!" laughed a nasal voice as Acid Breathe turned around to see Swampfire, only with a more flame-patterned head and non-claw-like hands, facing away from him._

_"So you can turn into a plant. Just makes it more easier to rot you." exhaled Acid Breathe as a green gas emitted from his mouth before Swampfire turned around and widened his eyes._

_"Get away from me!" grimaced Swampfire before he thrust his palms forward out of instinct as two streams of fire emitted from them. As the fire came in contact with the gas, it created an explosion, sending Acid Breathe to a tree, knocking his head onto it before he fell unconscious. Swampfire grinned as he looked at his hands._

_"A combination of Wildvine and Heatblast! (eyes flash blue) Uhh, why do I get the feeling I've seen this form before?" grumbled Swampfire as he held his head before he heard sirens behind him. Swampfire turned around to see a few officers getting out of 2 police cars as 2 of the officers approach Acid Breathe._

_"Man, you alien heroes know your stuff!" commented an officer._

_"Thanks, sorry about the damaged trees. (eyes flash blue) But I hope this will make up for it." grinned Swampfire as he took out a few seeds from his arms before throwing them around the ground. Suddenly, the seeds grew into large trees, replacing the destroyed ones as the officers awed at the sight._

_"Plant control. Finally, an alien hero who can fix forest damages! (sniffs the air) Uh, what's that smell?" grimaced an officer as he plugs his nose along with the others. Swampfire sheepishly scratched the back of his head before nervously chuckling._

_"Sorry officer. That's my natural body odor." admitted Swampfire as the officers put the handcuffed Acid Breathe in the car._

_"Great. Another stinking hero. Literally." groaned an officer as he enters his car._

_"So what's your name, new guy?" asked another police officer as he approaches his car before Swampfire's eyes flashed blue._

_"Call me, Swampfire!" cried Swampfire before he propelled himself upwards with his flames._

'How did I know all that?' _thought Swampfire as he went toward a rooftop._

**_FLASHBACK END_**

"He can turn into a plant?" gasped a female voice from behind the bushes.

"Yukari, get behind me." ordered Swampfire as he grabbed a plant Kelzak's arm before swinging it away.

"What are you going to do?" asked Yukari as she stood back-to-knee with Swampfire.

"Something I like to call (methane emits from palms while spinning around, spreading the methane away from Yukari before stopping and raising hand) Ring. Of. (snaps raised fingers as a spark emitted from it) FIRE!" cried Swampfire as a ring of explosions occurred around the duo, not touching either. The explosions died down after a few minutes and revealed the plant Kelzaks on the ground with massive burn marks around their bodies.

"Wow! Nice work Ben!" smiled Yukari. As Swampfire was about to give a thumbs up, he gripped his head in pain while on one knee and closing his eyes.

_"So you can control plants also. You're perfect for my mate!"_ giggled the same voice from earlier.

"HEY! What's going on?" asked Zack as he and the other girls arrive at the scene and saw the burned plant Kelzaks.

"Who did this?" whimpered Mizore, not liking burns.

"It was Big Bro! It was awesome!" fist-pumped Yukari as Swampfire opened his eyes, now yellowish-green as he stood up like a zombie.

"Uck! What's that smell?" asked Zack while backing away with Moka as they plug their noses. Swampfire turned toward the group while stepping away and raising his palm, igniting it with fire.

"LOOK OUT!" cried a female voice as plant monsters, mostly resembling beasts, rose from the ground and shielded the group as a torrent of fire launched toward the shielded students. Mizore instinctively stepped back from the heat. As soon as the fire died down, the now burnt plants fell, revealing the person who summoned them. Standing between the Youkai and burnt plants is a young woman who has long black hair tied into two pony tails. She wore a pink corset, a long black/ brown skirt with frills at the end, and high heeled shoes almost like a goth. Once everyone saw that she was carrying a wand like Yukari has her species been revealed.

"A witch?!" gasped Yukari happily before more plant Kelzaks rose from the ground like zombies.

"What are these things?!" asked Moka a little horrified.

"Ben told me they're called Kelzaks. He didn't tell me what they are when they started attacking." answered Yukari as everyone took a step back in fighting stances.

"Speaking of Ben, isn't that him right there?" asked Zack while pointing at Swampfire, who has his head down.

"Yu_p! _Ben called this form Swampfire. From what I saw, his powers are plant control and fire blasts." answered Yukari as Mizore shuddered while Moka steps forward, noticing Swampfire's look.

"Ben? Are you alright?" asked Moka concerned.

"Stay away from him!" warned the ravennette as the others look at her confused.

"Kelzaks, (looks up as the others gasp, seeing yellowish-green eyes) ATTACK!" ordered Swampfire with a monotone voice while pointing at the others as the Kelzaks charged toward them. Before the plant Kelzaks could attack, 6 multi-colored blurs came out of no where and repeatedly attacked the plant Kelzaks.

"WHAT?!" yelled Swampfire as the others look at the blurs impressed before they stop in front of the non-transformed students, revealing themselves. Standing in front of Zack and the girls are 6 spandex-wearing people; red, light blue, yellow, crimson, navy, and green. Their uniforms seem to be ninja-themed, save for the green one who is samurai-themed. Each of them have an insignia on their chests and helmets; red hawk, light blue dolphin, yellow lion, crimson rhinoceros beetle, navy stag beetle, and green star. The only female in the group is the light-blue one, which is evident by the skirt and silver tights she is wearing. Swampfire's eyes turned back to normal as he looked at the group in surprise.

"The Ninja Storm Rangers? What are you-ACK! (eyes turn yellowish) I must admit, I didn't expect my master's boss's enemies to come to Japan." scowled Swampfire.

"So Lothor _is _here!" gasped the Yellow Wind Ranger, sounding like the brunette man from the van.

"I told you so!" scowled Green Samurai Ranger from under his helmet, sounding like the glasses wearing man from the van.

"Ben, you gotta snap out of this!" cried Blue Wind Ranger, sounding like the woman from the van and surprising Zack and the girls.

"They know about Ben and the Omnitrix?!" gasped Moka surprised. The Rangers seemingly ignored the audience as they step forward.

"One of Lothor's monsters is brainwashing you, just like these plants were creating the Kelzaks." informed Navy Thunder Ranger, sounding like the navy wearing man from the van. Swampfire lowered his head while closing his eyes and sighed before slamming the dial on his chest, reverting. Everyone sighed in relief before Ben evilly grinned while raising his head and opening his eyes, still yellowish-green.

"_Ben's_ not here!" evilly laughed Ben as the Kelzaks stood by his side.

"But how's that possible?! Ben's not Swampfire _or_ Wildvine!" exclaimed Crimson Thunder Ranger as Ben cackled before putting his hand on his face and seemingly peeling it off. A blue glow went over Ben's body as he threw away the I.D Mask, making them gasp in shock. Ben's hidden condition has gotten worst; the dark green cracks has spread all over his head to his fingers, making him look more plant-like.

"Ben, what happened to you?!" gasped Moka as the Rangers look at Zack and the girls worried under their helmets, now that they see Ben's secret identity exposed to civilians. Ben scowled as his eyes glowed brighter in rage before pointing at Moka.

"I have _you _to thank for this, _Vampire!" _spat Ben as Moka covered her mouth in horror that her crush has revealed her identity. Deciding to get answers now, Red Wind Ranger looked at his team.

"We need to evacuate!" ordered Red Wind Ranger, sounding like the red-wearing man from the van as his teammates nod before pointing their index and pointer fingers down while smoke begins to cover them. Turning his arm into Swampfire's, Ben threw down a fireball through the smoke as the smoke blew away, revealing the group of 12 gone. Ben's arm turned back to normal as he look at his Kelzak allies.

"Don't just stand there like idiots! Find the Rangers! They couldn't have gotten far!" ordered Ben as the plant Kelzaks frantically nod while separating.

**(The Tent)**

The set-up tent is now empty, with Nekonome _still _out getting fish. Suddenly, a puff of smoke emitted from the tent before shortly disappearing, revealing the Ninja Storm Rangers and the Youkai. The Youkai looked around surprised. One second they were fighting plant monsters and the next, they're in the campsite.

"How'd we get here?" asked Zack while looking around. Before Moka could blink, Crimson Thunder Ranger gripped her by the neck and lifted her in the air while aiming his signature weapon at the vampire.

"MOKA!" gasped the Youkai except the ravennette.

"Talk! How'd you know about the Omnitrix? (grips tighter) And _what _did you do to Ben?" demanded Crimson Thunder Ranger.

"How'd you know about Ben's transformations, unless... (looks at Blue Wind Ranger) We got MORE competition?!" scowled Kurumu while her nails began to extend as Blue Wind Ranger look at her confused under her helmet.

"What did you just call her?" asked Navy Thunder Ranger while taking out his signature weapon and aiming it at Kurumu.

"ENOUGH! (everyone looks at him) Crimson, Navy, lower your weapons and let go of the girl." ordered Red Wind Ranger with his arms folded. Hesitantly, they put away their weapons and Crimson Thunder Ranger let go of Moka, letting her fall to her bottom and allowing her to breathe.

"Red's right. But first (looks at the ravenette) who is she?" asked Yellow Wind Ranger while pointing at the teen witch, drawing everyone's attention toward her. Sensing that they're not enemies, Ruby stood up straight while adjusting her skirt.

"My name is Ruby Tojo. As you saw, I'm a witch." began Ruby.

"Wait a minute! YOU'RE the witch that has been cursing this hill?!" exclaimed Green Samurai Ranger, remembering the research he did before arriving in Japan.

"No, that was my ladyship, or so I thought... " trailed off Ruby.

_**FLASHBACK**_

_The day before, Ruby is looking around an old house for her teacher._

_"So you've completed the merge?" asked a man's voice from behind the wooden walls as Ruby puts her ear onto it._

_"Yes. With this old hag's supernatural energy, my plant control has increased exponentially." cackled a female monstrous voice as Ruby look into the cracks, only for her eyes to widen in horror as a woman in a cloak changed into a chalk white-skinned woman with vines around her whole body, except for her waist and lower half of her face. Her eyes are covered by a yellowish-green visor._

**(A/N: Imagine the Plant Version of Levira from Super Megaforce with a different colored visor)**

_"How can we be sure the Rangers won't interfere?" asked a shark-headed alien wearing a black trench-coat._

_"Because our previous battle has drained them of their power, and we're working undercover this time." laughed a man dressed like a Black Mexican Wrestler. (in my opinion at least)._

_"But what about the Plumbers?" asked a copper robot._

_"As far as I know, they've been inactive for months." scoffed a green alien wearing tribal clothing._

_"Shouldn't we worry about the Dino Rangers?" asked a black armored alien with broad shoulders._

_"Haven't you heard? They lost their powers in their final battle against Mesogog." answered a white monster in an ancient costume._

_"That's what he gets for betraying me." scowled Lothor._

_"So we don't have to worry about the Rangers or the Plumbers, but what about Ben Tennyson, wielder of the Omnitrix, Savior of the Universe?" asked Zurgane._

_"I heard that the Omnitrix is capable of scanning DNA and allowing the host to become the DNA subject." commented Vexacus._

_"Then I'll face him if __necessary, since I don't have DNA." bowed Motodrone._

_"And besides, he vanished off the face of the Earth a few months ago." added Choobo._

_"So there's nothing to stop us!" laughed Chlorophina along with her allies._

**_FLASHBACK END_**

"I didn't know who they were talking until I saw you and Ben fight those... Kelzaks things." concluded Ruby while looking down sadly.

"So Lothor brought his Generals from the Abyss of Evil as well." muttered Green Samurai Ranger, recognizing those descriptions.

"But that doesn't explain how Ben became part plant." argued Blue Wind Ranger.

_"I think I know how." _admitted Inner Moka as the Rosario glowed, surprising the Rangers.

"You got a spirit trapped in that Rosario?" asked Red Wind Ranger curiously.

_"Actually, I'm Moka's other half. But that's not the point. When Ben revealed his appearance, I noticed where the plant veins are originating from. His neck." _explained Inner Moka as everyone gasped while Moka covered his mouth in horror.

"Of course. Ben must've tried to regain his blood by using the Omnitrix's Limb Transformation function to turn his neck into Swampfire's." realized Yukari.

"So if you think about it, the reason why Ben's been doing that is... " trailed off Zack as everyone but the Rangers look at Moka, now sitting against the tent.

_'It was my fault! If I didn't drink Ben's blood almost everyday, then this wouldn't have happened.' _thought Moka sadly as she gets teary-eyed.

_"That must've been why Ben's blood tasted like vegetables. You were drinking the plant cells instead." _confirmed Inner Moka as Moka covers her face in shame.

"It's my fault. My first friend getting mind-controlled is my fault!" cried Moka into her hands.

"I knew you were a threat to Ben!" scowled Mizore as the temperature dropped a bit almost unnoticed before Blue Wind Ranger looked at the yuki-onna.

"You're an ice user, aren't you?" asked Blue Wind Ranger as the Youkai gasped in surprise.

"Yes, I'm a yuki-onna. How do you know?" asked Mizore suspiciously.

"I'm a Water Ninja. I can detect temperature drops better than any of my teammates." answered Blue Wind Ranger with a shrug.

"Moving on... (notices no one interrupting) We should introduce ourselves. We're the Ninja Storm Power Rangers. I'm Red Wind Ranger, he's Yellow Wind Ranger, (Yellow Wind Ranger waves) she's Blue Wind Ranger, (Blue Wind Ranger politely bows) he's Crimson Thunder Ranger, (Crimson Thunder Ranger huffs while looking away) his brother is Navy Thunder Ranger, (Navy Thunder Ranger gives a thumbs up) and the brains of our group is Green Samurai Ranger." introduced Red Wind Ranger as Green Samurai Ranger nods.

"Hello, I'm Zack Yamikasai, a Vampire/Werewolf Hybrid known as a Vaewolf. She's Moka Akashiya, a Vampire. (Moka hugs her legs to her chest) She's Kurumu Kuruno, a Succubus. (Kurumu smiles pridefully) She's Yukari Sendo, a Witch. (Yukari folds her arms as Ruby looks at her surprised) And she's Mizore Shirayuki, a yuki-onna, but you knew that already." introduced Zack as Mizore silently nods.

"Now that introductions are out of the way, we need to find a way to track down Ben." informed Red Wind Ranger.

"Leave that to me." smirked Zack as he lead everyone out of the tent.

**(Meanwhile, in Lothor's hideout)**

"THE RANGERS ARE HERE?!" yelled Lothor as Chlorophina informed him what her 'mate' did.

"It appears to be so. However, we have something better." nodded Chlorophina as Ben revealed himself and kneeled down.

"You wish is my command, boss." stated Ben monotonously.

"Excellent. With Tennyson on our side, those Rangers won't stand a chance." evilly laughed Lothor.

**(Unknown Void)**

"Uh... my head." groaned Ben as he opened his eyes, scanning his surroundings, which is not much but an endless black void with a wood chair in the air and vines tying Ben to it. Ben grit his teeth as he struggled against the vines.

"Don't bother human. It won't work." sighed an elderly voice sadly. Ben turned his head to see another wooden chair tied to his own, along with an elderly woman with greasy blonde hair. The other facial features are hidden by her brown cloak.

"And who may you be?" asked Ben carefully.

"Since we'll be dead, might as well. The name's Oyakata. I lived on this sunflower field my entire life. The humans were planning to tear my field down, so I had to kill them." answered Oyakata darkly.

"YOU WHAT?! (takes deep breath) I'll look pass that for now. But that doesn't explain where we are or how we got here." replied Ben.

"We're in some kind of mental prison, letting that plant girl take control of our bodies." informed Oyakata as Ben's eyes widened before he struggled harder.

"No matter how much you struggle, you won't break free." commented a voice as Chlorophina formed beside them.

"You were that voice I heard earlier." realized Ben as Chlorophina giggled before putting a clawed hand under his chin.

"Took you long enough, mate. (seductive) My, my, for a human/anodite hybrid, you're very handsome. (Ben growls) Oooh, you animal!" giggled Chlorophina.

"Why did you betray me?" asked Oyakata disappointed, surprising Ben.

"I was using you. Without your power, I would be nothing but a seedling. Lothor needs my Chlorokinesis and your magic to conquer the Universe." answered Chlorophina as Ben's eyes widened.

"Lothor?! I thought Mesogog imprisoned him?!" yelled Ben while struggling harder.

"Looks like you didn't get the whole story. (walks around them) When Mesogog's island blew up 6 months ago, Lothor's prison tube was drifted off into sea. The only way to get him back was to be exposed by a mass amount of dark energy, and it's thanks to you (points at Oyakata) and Ruby, Lothor came back with his generals from the Abyss of Evil." informed Chlorophina as Ben's eyes widened in horror.

_'Lothor, Vexacus, Choobo, Zurgane, Motodrone _and _Shimazu! Each of them are tough on their own, but together, I don't think the Ninja Storm Rangers will be able to stop them.' _thought Ben as Chlorophina leans her head towards Ben.

"And thanks to Moka and yourself, you've been getting more plant cells inside your body, courtesy of the Methanosian form you call Swampfire." added Chlorophina as Ben's eyes darkened.

_'So it's all Moka's fault huh? Well look on the bright side, Tennyson. At least your newest enemy doesn't call you by your last name and refers others by their names instead of insults.' _thought Ben.

"Now to finish the mating with a kiss." sighed Chlorophina happily as she gets her lips closer to Ben's. Before Chlorophina could kiss Ben, a red beeping image appeared beside them, drawing their attention. Running in a seemingly random direction are Ben's Y.A friends and Ruby.

"WHAT?! Intruders?! (kisses Ben on the cheek) I'll deal with you later." laughed Chlorophina as she turns into mist and disappears.

"Ruby's on her way?! But it's too dangerous!" cried Oyakata worried while Ben struggled harder, mostly on his arms so he can access the Omnitrix.

"Everyone, if I can't regain control of my body in time, I want you to end my life so I won't hurt others." muttered Ben with his head low, not noticing Oyakata looking at him surprised.

**(Sunflower Field)**

"Are you sure this will work?" asked Ruby as they're running to the old house.

"It has to." nodded Yukari as everyone stopped in front of the house filled with plant Kelzaks.

"So you actually came." grinned Swampfire evilly as he came out of the house along with Chlorophina. Swampfire's appearance has somehow altered. He gained more muscle with the black lines being removed from his chest entirely. His red petals have formed into a red thorn shape, with 2 on each arm. The neck lines are now triangular. His shade of green is now lime green. His face has a yellow stripe from the top of his head to his now visible chin.

"Looks like the Rangers have abandoned you." giggled Chlorophina as she hugs Swampfire's arm, gaining jealous looks from the teen girls.

"Kelzaks, attack!" ordered Swampfire as the Kelzaks charged while Kurumu, Mizore and Zack enter their monster modes while Yukari and Ruby take out their wands.

"Moka, get to Ben and snap him out of Chlorophina's control." ordered Ruby as Moka nods while looking guilty before running into the army, avoiding Kelzaks left to right while her friends fight them.

**(Mindscape)**

"MOKA WHAT ARE YOU DOING?! GET AWAY FROM HERE!" cried Ben in concern, despite Oyakata being the only person with him.

"Why is your friend risking herself for a human?" asked Oyakata darkly. Before Ben can reply, Swampfire shot a fireball at Moka, tripping her to the sand.

_"So this is it? You're so desperate for your meal that you couldn't go and find another source?" _sneered Swampfire as Moka had a hurt look on her face, recalling Ben saying similar words due to Kurumu's Charm. Moka narrowed her eyes before lifting herself up.

_"You're wrong! I don't care what Ben is! Alien, monster, human, demon, whatever! He's the first friend I made at Youkai Academy and always looked out for me! I would swear off drinking blood forever if I can have my friend back!" _cried Moka determined as Ben looks at the screen surprised at his friend's determination.

"Moka... (grits his teeth) She's not giving up on me, so I'm not either!" roared Ben as he gives his all against the vines, unaware of the awed look Oyakata is giving him.

_'Perhaps I was wrong? Maybe not all humans are selfish.' _thought Oyakata solemnly.

**(Nearby Hill)**

"Ready!" nodded the Wind Rangers.

"Aim!" added the Thunder Rangers.

"Fire!" cried Green Samurai Ranger as the Ninja Storm Rangers fired their finisher at a distance.

**(Sunflower Field)**

"Hey, you heard that?" asked Swampfire as he stepped away from the house and turned his head, only for it to explode and send him rocketing to the Y.A friends.

"Ben!" cried everyone as they approach the beheaded Methanosian before he reverted, now completely green.

**(Mindscape)**

"I will protect my loved ones, no matter what!" cried Ben as he starts tearing the vines.

"He's actually breaking the vines?!" cried Oyakata surprised. Ben starts growling in pain as the vines regenerate slowly.

"Ben (Ben looks at her) when you break out of here, promise you'll take care of Ruby and the field for me." begged Oyakata as Ben nods with a smile.

"Trust me. When I'm done, no one will even step on it or touch Ruby ever again!" nodded Ben as Oyakata began chanting something before the vines broke completely on Ben's side as he becomes surrounded in green fire.

**(Sunflower Field)**

"Over there!" cried Blue Wind Ranger as the Ninja Storm Rangers ninja-streak in front of Ben before de-morphing, surprising the others and kneeling in front of the Omnitrix Wielder.

"Come on man, wake up!" begged the de-morphed Yellow Wind Ranger as Ben groaned before opening his eyes, seeing his friends and Ninja Teachers.

"Dustin? (Dustin nods) Shane? (Shane smiles) Tori? (Tori waves) Hunter? (Hunter waves off) Blake? (Blake gives a thumbs up) Cameron? (Cam politely bows while helping Ben up) I haven't seen you guys since uh... " trailed off Ben as he notices his friends (now human mode) awing at his teachers.

"Don't worry Ben. They know." assured Shane as Ben stood up completely.

"It's good to see our quickest Ninja Graduate." smiled Tori.

"Ninja Graduate?" asked the others. Before Ben could respond, Chlorophina cried angrily as plant Kelzaks rose from the ground.

"NO! I was so close to getting my King and you all ruined it! You'll pay for this!" roared Chlorophina as Ben stepped in front of the ground calmly.

"You took over a misunderstood witch, used her to make foot-soldiers and you threatened my friends! You won't lay a finger on them!" cried Ben as he flashed green, forcing everyone to cover their eyes before it died down and revealed the new Swampfire. He looks more muscular and taller. His skin color is now light green. His face is now colored yellow, red, and orange. His pupils are gone. His chin is more visible. His hands are now colored black, with four yellow claws and a yellow hole to unleashed his fire powers. He has six red horns with yellow spots (aesthetically resembling flames); two on each forearm, and one on each shoulder; as well as a green horn on each foot, knee, and elbow. He now has a large collar raised up around his neck. The Omnitrix symbol is still on his chest as he has a green fiery aura surrounding him.

"What am I? In season?" smirked Swampfire as he observed himself before the Kelzaks limped towards the group.

"Oh come on! (puts hands on head) Give it a rest!" slumped Swampfire before the Kelzaks stopped and stood up straight.

"Who with the what now?" asked Kurumu confused.

"Good work Ruby!" cheered Yukari.

"That wasn't me." awed Ruby.

"Of course! How could I forget?!" face-palmed Cam.

"Cam, mind filling me on the details?" asked Swampfire as everyone looked at Cam.

"Ben, at a certain age, Methanosians enter a 'blooming' phase, and once it's complete, they become more powerful." answered Cam.

"So what you're saying is Swampfire went through puberty?" asked Dustin while he and Zack held their laughter.

"WHAT?! Urgh! Ben can even command a Kelzak army with a wave of his hand like me! You'll pay dearly!" snarled Chlorophina before Swampfire looked at Ruby sympathetically.

"Listen Ruby. I _really _wish it hadn't come to this, but that's no longer Oyakata. She may have plant control like her, but that's-" paused Swampfire.

"I know, (gets teary-eyed) promise me you'll kick her butt." begged Ruby as Swampfire nods before raising his hand and a vine wall rises in front of Mizore.

"Mizore, stay behind this wall. I don't want any stray fire getting near you. (Mizore nods with a blush) Kelzaks, make a clearing in the middle." ordered Swampfire as the Kelzaks cleared a circle before Swampfire began running forward.

"King vs Queen. Time to play chess." quipped Chlorophina as she drilled into the ground before quickly submerging in her side of the clearing. Chlorophina looked up before two yellow thorn vines dig into her assets, causing her to gasp and see Swampfire holding the vines.

"Get over here!" cried Swampfire as he pulled the vines, tugging Chlorophina to him before he swung a flaming fist at her gut and grabbing her head.

"What are you (methane comes out) trying to... ?" trailed off Chorophina as she fell unconscious while the Kelzaks gather over her.

"How is she?" asked Ruby as the others gather around Swampfire.

"She's unconscious. The Kelzaks will hold her down." assured Swampfire before a faint violet light is seen.

"There's the Abyss of Evil! We gotta go!" ordered Shane as Swampfire reverted before the group of 13 ran at the direction.

**(Empty Quarry)**

"What do you mean Chlorophina has been defeated?!" yelled Lothor to a regular Kelzak as he and his generals stand by a large purple crack.

"Don't worry master. It'll take more than 6 Rangers to defeat an entire army of aliens!" laughed Zurgane as many hands began to rise out of the Abyss.

"How about 6 Rangers, 6 Youkai and an alien superhero?" grinned Ben as he stood on top of a cliff with his Ranger and Youkai friends.

"You can't beat us all at the same time!" gloated Vexacus as he stood alongside his allies.

"Are you guys ready?" called out Ben as he activated the Omnitrix, glad to see his full playlist.

"Ready!"

"Ninja Storm-"

"Thunder Storm-"

"Samurai Storm-"

"- Ranger Form! Ha!"

"Batja!" cried Ben's new form. Ben's current form is a purple bat-like humanoid with a red crest on his chest, red armor around his legs, a brown head, a gold belt buckle, slightly ragged wings and 2 swords on his lower back. The Omnitrix symbol is on his chest.

**(A/N: Imagine Zero Spear, Bat Zhe Rumba from Hurricanger with the Omnitrix symbol acting like the body of his chest, because it looks like Nightwing's)**

Moka gasped at the form before Batja gripped the rosario and with a single tug, it came off cleanly. Moka's body immediately pulsed with demonic energy. Her pink hair turned silver and her body seemed to mature. Her fangs became more pronounced while her eyes turned a crimson red. Her body pulsed with the power of the vampire before the Youkai friends entered their monster forms and the witches took out their wands.

"Power of Air!"

"Power of Water!"

"Power of Earth!"

"Crimson Thunder!"

"Navy Thunder!"

"Samurai Power!"

"Ninja Storm!"

"Fangs of the Bat!"

"Strength of the Vampire!"

"Wings of the Succubus!"

"Speed of the Werewolf!"

"Gracefulness of the Yuki-Onna!"

"Brown Witch Power!"

"Magenta Witch Power!"

"Youkai Heroes!"

The two teams of superheroes leaped down off the cliff, standing together.

"Hero Power!" An explosion with each ranger color occurred behind them (Moka's crimson, Batja's green, Kurumu's purple, Zack's red, Mizore's white, Yukari's brown and Ruby's magenta).

"Attack!" snarled Lothor at the heroes before he led the charge against them.

"Hunter, Moka, take Motodrone. Tori, Mizore, Vexacus is yours. Dustin, Zack, you're up against Shimazu. Blake, Yukari, fight Choobo. Cam and Kurumu will take Zurgane. Shane, Ruby, we're going to deal with Lothor!" ordered Batja as his allies nodded, although Inner Moka did hesitantly, not liking people ordering her before everyone charged.

"Samurai Saber!" called out Green Samurai Ranger as he unsheathed his signature weapon before rapidly slashing Zurgane, but he blocked the attacks with his own swords. Kurumu soared from behind Zurgane and slashed his back, stunning the general before Green Samurai Ranger struck him with his sword. Zurgane barrel rolled away from the assault before firing a beam at the duo, who avoided the attack.

"Time to stop holding back! (removes his gold armor and spun his visor, revealing a fire logo) **Super Samurai Mode!" **cried Green Samurai Ranger as he held his Samurai Saber better.

"Need a lift?" grinned Kurumu while Zurgane crosses his swords, charging up energy.

"Oh yeah!" nodded Green Samurai Ranger as he held onto Kurumu's ankle as Zurgane fired an energy blast, which exploded behind the flying duo before Green Samurai Ranger let go while his saber is powering up and slashed Zurgane downward from mid-air, sending him flying far.

"Navy Antlers!" called out Navy Thunder Ranger as he took out his signature weapon before Choobo swung his staff at him. Navy Thunder Ranger caught the staff with his Navy Antler and sent currents of electricity through it.

"Nice try Navy Ranger. (electricity explodes in Navy Thunder Ranger's face) I made my staff out of insulated metal. No amount of electricity can shock me." laughed Choobo as Navy Thunder Ranger rolls backwards and gets on his feet before attaching the Navy Antler to his Thunder Staff. Before Choobo could laugh further, a frying pan fell on his head and momentarily stunned him while Navy Thunder Ranger looks at Yukari, who raised her wand and two winged cards appeared in front of Navy Thunder Ranger.

"Finish him off with Little Sibling Power!" cheered Yukari as Navy Thunder Ranger nods before getting his foot on each card and ninja-streaked to Choobo with his Staff and twirled it at Choobo's chest, sending him in the air.

"Crimson Blaster!" called out Crimson Thunder Ranger as he took out his signature weapon while Motodrone took out his sword.

"It's finally time to settle the score, Crimson Ranger." threatened Motodrone as he ran forward before Crimson Thunder Ranger rapidly blasted him, which the general blocked with his sword, not noticing a certain vampire running behind Crimson Thunder Ranger until she jumped above him with one leg raised.

"Know your place!" cried Inner Moka before axe-kicking Motodrone, sending him far away.

"Sonic Fin!" called out Blue Wind Ranger as she took out her signature weapon before aiming it at Vexacus and firing.

"Land Shark Attack!" called out Vexacus as a land-shark rose under his feet before charging at Blue Wind Ranger and deflecting the blasts.

"Ice Shield!" called out Mizore as she blasted the ground in front of the feminine duo and created an ice wall, blocking Vexacus' attack.

"Thanks. (Mizore nods) Now let's show this guy some girl power!" grinned Blue Wind Ranger as she ninja-streaked above the ice wall and aimed her sword at Vexacus. Before Vexacus could react, ice surrounded his feet, keeping him in place.

"Who wants some sushi?" grinned Mizore before Blue Wind Ranger slashed Vexacus' head, skidding him far.

"Lion Hammer!" called out Yellow Wind Ranger as he took out his signature weapon before swinging it at Shimazu, who used his arms to block while Zack clawed his guts.

"GAWK! I thought cats and dogs are supposed to be enemies!" snapped Shimazu while clashing with Zack.

"Even the fiercest of foes can put aside their differences for one common goal." advised Yellow Wind Ranger before swinging his hammer up like a golf club and sending Shimazu far.

"Hawk Blaster!" called out Red Wind Ranger as he took out his signature weapon before Lothor fired a laser at the trio's feet. Raven wings came out of Ruby's back before the trio flew out of the way, creating a dramatic explosion behind them while Lothor levitated and continued firing energy blasts. Red Wind Ranger countered with his blaster, Batja deflected them with his blades, and Ruby used her extra wings to dodge them.

"Hold still, will you?" snarled Lothor as he fired more rapidly.

"Why would we do that?" grinned Batja before he and Red Wind Ranger slashed their swords on Lothor, who blocked with his arms before getting hit in the gut by vines, courtesy of Ruby.

**(Meanwhile)**

"I can't believe I let my mate use methane on my face! (gets up while plant Kelzaks get behind her) Let's go." ordered Chlorophina before a blue flash occurred behind them.

"I don't think so." smirked a voice as Chlorophina and the Kelzaks turn around to see a 14-year-old boy with spiky black hair pointing upwards and a black leather jacket unzipped, revealing his rainbow-colored shirt. He also wears blue slightly torn jeans and black shoes. He has sunglasses to conceal his eye color.

"Who are you?" demanded Chlorophina as the Kelzaks prepared to attack. Suddenly, a black belt with a cage-like buckle formed around his waist while he put on a black ring with a gold face-plate and green eyes on his left middle finger.

"Oh you know. (shrugs) Just your average ordinary everyday... Kamen Rider!" cried the stranger before making a series of hand motions.

"Trans~form!" cried the stranger as he placed his ring on the side of his belt buckle before it opened to reveal a gold lion's face and a few animal silhouettes on the sides.

_**GATE, **__**OPEN! **_

A golden magic circle appeared below the stranger's feet.

_**L-I-O-N: LION!**_

The magic circle rose through the stranger as it glowed before dimming down, revealing a new in the stranger's place is an armored warrior in a suit of black and gold armor. He was donned in a black bodysuit which covered him from head to toe. The shins and forearms were donned in gold protective armor with strong abdominal muscles outlines on the front. The chest plate was black on the right side, but gold styled after a lion's mane with the head of said lion existing on his left shoulder. The left side of his belt held a chain which was made of gold and adorned with several diamond–shaped metal rings made in an assortment of different colors. Finally the helmet was styled after a lion's head with large green compound eyes and a white mouth plate made to look like a beast's mouth.

"WHAT?! A _GOLD_ RANGER?!" yelled Chlorophina enraged.

"I'm no Power Ranger. I'm a Kamen Rider; Kamen Rider Beast!" introduced Beast while jerking his thumb toward himself.

"Kelzaks, attack!" ordered Chlorophina.

"It's time to chow down." quipped Beast. The Kelzaks charged at Beast, one was about to punch him but he blocked it and kicked it back which bumped into three of them.

"Heh appetizers." chuckled Beast before taking a sword with a dice in it out of his belt buckle.

"Meet my Slice 'N Dicer!" cried Beast before he started slashing through the Kelzaks like his namesake. As the Kelzaks fell in pieces, golden magic circles take their place and Beast's belt absorbed them like a vacuum and the sound of gulping is heard.

"What's happening? Why aren't they getting back up?" asked Chlorophina worried.

"Just as I suspected. You cast a spell on these Kelzaks to regenerate from physical attacks." nodded Beast.

"How did you know that?" asked Chlorophina frantically.

"My Driver allows my Inner Phantom to consume mana, and since your Kelzaks have it as a power source, you can guess the rest." chuckled Beast as he reached onto his Driver and pulled out a ring that looked like a Falcon and put it on his right middle finger and inserted it into the belt.

_**FALCON! FLY! FL-FL-FLY FALCON!**_

Beast thrusts his right arm upward as an orange Seal formed and passed through Beast forming an orange cape with a falcon's head on his right shoulder. Chlorophina covered her arms in thorns and threw them at Beast, who flew around her and blocked with his S.N.D before skidding his feet on the ground while slashing against Chlorophina, who used her thorns as defense. Chlorophina swung her arms and struck Beast a few times, but got struck back harder while Beast jumped back. Beast then lifted his S.N.D to show a dice. He spun it and then punched it with the Beast Ring making it stop. It landed on a red six.

_**SIX! FALCON HEX SLASH!**_

He swung the sword and six spiritual falcons swooped in on Chlorophina. Before she could react she was shredded by their wings in a hexagon pattern and destroyed leaving a glowing circle and a transparent Oyakata before the former entered the Driver.

"That was... oddly healthy." commented Beast before a blue flash occurred behind him.

"You did well on your first 'boss' battle, Logan." commented a voice as Beast turned around to see another Rider. He has magenta armor, and he also had a white book-looking object at his side with a horizontal black stripe covering its center. His helmet had two green trapezoid-shaped eyes and a yellow dot on the center of his forehead. There was also a black line going down the center of the rider himself. Across his chest was a white X, and his armor looked like it had barcodes on it.

"Thank you, Decade. But shouldn't we help them?" asked Beast as he points toward where many explosions were heard.

"They can handle this without our interference. We're only here to cure Oyakata and get rid of Chlorophina. There's nothing else to do." assured Decade as both of them vanish in a blue flash.

**(Back in the Fight)**

It wasn't long until the heroes/heroines have drove their enemies together while they regrouped.

"Ya thinking what I'm thinking?" asked Red Wind Ranger as he puts a hand on Batja, both standing in front of their respective groups.

"Totally." nodded Batja before he taps the Omnitrix symbol and Red Wind Ranger brings up his morpher.

"Battlizer!"

A green and red flash consumed the team leaders momentarily before it died down and revealed their new armor. Red Wind Ranger is wearing gold armor on his limbs and torso, his abs are more noticeable, and his logo became metallic. Batja's armor is smiliar to Red Wind Ranger except it's onyx colored and the Omnitrix symbol is larger.

"AWESOME!" cried Zack as the Youkai awed at the armor, even Inner Moka but barely.

"Your battlizer didn't work last time. What makes now different?" laughed Lothor while blasting. Red Wind Ranger and Batja just backhanded them while wincing.

"Because this time, I'm not alone!" cried Red Wind Ranger.

"Battlizer Flight Mode!"

"Battlizer Beast Mode!"

Screeches was heard as everyone looked up to see a miniature Hawk Zord and miniature Bat Zord.

**(A/N: The Bat Zord is similar to the Hawk Zord, but it's green with black highlights)**

Red Wind Ranger and Batja jumped high and left a shockwave as the Zords separated. Suddenly, Batja's wings retreated into his body before the Zords' wings connected to their backs and they got shoulder guards before the Zords' head went into the ninja duo's left hand while the weapons (Hawk=Sword, Bat=Crossbow) came onto their right hands before they posed in mid-air.

"FIRE!"

An energy hawk and bat of their respective colors appeared behind them before flapping their wings and shooting 2 large currents of energy at the villains before the leaders landed and turned away as the villains began emitting electricity.

"No! This can't be... NO!" screamed Lothor before all of the villains exploded and the leaders returned to their default forms while regrouping.

"Nice teamwork, everyone." commented Batja as the groups faced each other.

"Back at ya, bro." agreed Red Wind Ranger before they high-fived.

**(The Camp)**

"You did what!?" cried Nekonome cried angrily. After the Abyss has sealed itself shut, the Newspaper Club members had returned to their campsite and woken up Ms. Nekonome and told the cat like teacher everything that had happened and why the Ninja Storm Rangers (de-morphed) are with them.

"We stopped 7 super-villains from resurrecting an army." repeated Ben not at all affected by Nekonome's claws.

"But I'm your teacher! You should've never left the campsite without my permission! Especially at night!" argued Nekonome as Ben was about to argue until Shane put a hand on his shoulder.

"Ben, let me talk to her. (Ben reluctantly nods) Listen, as fellow teachers, it is our responsibility to take care of our students and educate them well, like Ben here. (Ben grins) And if I recall, weren't you eyeing the fish while we were fighting? (Nekonome embarrassingly blushes) And listen. Your students were out there saving the city, quite possibly the _world. _They did great out there, so you should look pass the fact that they got out of the campsite without permission, because if they hadn't, you wouldn't be breathing right now." explained Shane sternly, gaining smiles from the teens.

"You had a good teacher." complimented Ruby as she looks at Ben.

"No. (Ruby looks confused) I had _3 _good teachers." smiled Ben, causing Ruby to blush at the sight before the sun rose, gaining everyone's attention.

"It's beautiful." smiled Tori as Blake slung an arm over her shoulders.

"It sure is." smiled Blake along with everyone else. Suddenly, Ruby got close to Ben and put her head on his shoulder, making both blush as the other teen girls glare at them with one thought.

_'MORE COMPETITION?!'_

Yep, this is the start of a new beginning.

**Omarnosian10: How do you like it?**

**Ben: Dude, I got a new form based on a Super Sentai Villain, matured Swampfire, teamed up with the Ninja Storm Rangers _and_ had a Battlizer?!**

**Ruby: You don't like it?**

**Ben: Are you kidding?! THIS IS AWESOME!**

**Inner Moka: When did Ben gain this 'Battlizer'?**

**Moka: INNER ME?! HOW DID YOU GET HERE?!**

**Mizore: OUTSIDE MOKA'S BODY, NO LESS!**

**Inner Moka: Did you forget we're outside the story? I can't be contained.**

**Omarnosian10: Alright. -_-; To answer your question, it'll be explained in a flashback episode.**

**Ben: Like Omniverse?**

**Omarnosian10: Yeah, and I'm cancelling the Q&amp;A thing! Next chapter is called 'Welcome to Bellwood'. Please review and SMOKEBOMB!**

**Both Mokas: UH THAT STINKS!**

**Ben: Meh, you get used to it.**


	11. Chapter 11: Welcome to Bellwood

**Omarnosian10: Hello, readers!**

**Ben: Whew, good thing you got this today instead of next month.**

**Ruby: It's kind of ironic.**

**Kevin: Yeah. An arc that takes place _during _summer begins when school starts.**

**Omarnosian10: Oh, like I'm the _only_ one that did that!**

**Gwen: So, is this gonna be a 2-part combo, or not?**

**Omarnosian10: Unfortunately, no. I only do those when it's every 10 chapters.**

**Ben: Wait, where are the other girls?**

**Omarnosian10: They're not _all _gonna appear every chapter.**

**Ruby: YES!**

**Omarnosian10: I said 'not _all'. _They're all gonna have their turns in the spotlight; just one at a time.**

**Ruby: *anime tears* NO~!**

**Omarnosian10: Chill out, you're the only one who gets to be with Ben twice in a row until the War of Worlds.**

**Ruby: Oh. *blinks out anime tears* YEAH~!**

**Omarnosian10: Man, what's with girls and their mood changes?**

**Kevin: I know, right?**

**Ben: *scoffs* Girls.**

**Gwen: What did you say? *smiles while emitting a dark aura like a certain Kururugi mother***

**Yukina Kururugi: *echoey* ACHOO!**

**Omarnosian10: Whoa! Even other author OCs are alert in this realm?**

**Ruby: Don't change the subject. *copies Gwen, doubling the horror***

**Omarnosian10: Run?**

***Ben and Kevin nod***

**Omarnosian10: YOU'LL NEVER CATCH US ALIVE! *throws seeds on the ground before vines come out and restrain the girls* That won't hold them for long!**

***Ben turns into Echo Echo, clones himself, and both become XLR8***

**Both XLR8: HOP ON!**

***Kevin and Omarnosian10 nod while getting on***

**Omarnosian10: While we avoid Girls' Wrath, ON WITH THE SHOW AND STEP ON IT!**

***Both XLR8 leave just as the girls get free***

* * *

**Chapter 11: Welcome to Bellwood**

**(Mr. Smoothies)**

"Here's your smoothie." smiled Ben as he held two smoothies in his hands before giving one to Ruby. It has been a day since the team-up with the Ninja Storm Rangers and a lot has occurred during their remaining stay at Japan. Thanks to Puzzle Master (an OC form based on Puzzler from Power Rangers Dino Charge), Ben was able to create a maze dimension around the sunflower field that prevents people with intentions to build something over it to enter. As an extra precaution, he has used Swampfire's upgraded powers to make pumpkin minions dressed as scarecrows to watch over the field. After that, Ben brought Ruby to Bellwood since she had no where else to go after what happened to Oyakata. Ben tried to call Max to inform him but he didn't answer. Ben decided to check out his RV after showing Ruby around Bellwood, which leads to why they're in Ben's favorite hangout. Ruby eyes the strawberry smoothie before slowly taking a sip from it. A minute later, she stopped with a smile.

"It tastes nice." smiled Ruby as Ben blushed at the sight while sitting next to her.

"Tennyson?! Is that you?!" yelled a voice as Ben and Ruby turned around to see a 15-year-old Latino teenager with a miniature dark brown afro, brown eyes and is wearing a football uniform with the helmet under his arm. Ruby looks confused before Ben stood up with a smile.

"Vincent! What's up man?!" laughed Ben before he and Vincent clasped hands and gave each other a bro hug.

"You know him?" blinked Ruby as the males separated.

"Ruby, this is Vincent Gonzalez. He's the captain of the B.A football team." introduced Ben.

"Only after you left to that school in Japan. (eyes Ruby before smirking) And I see you got yourself a girlfriend." teased Vincent as Ben and Ruby blushed.

"VINCENT! We're not dating! We're just friends!" denied Ben as Vincent chuckled.

"Keep telling yourself that. (shakes head) So how was school in Japan?" asked Vincent curiously.

"It's going good. I'm visiting for summer break." nodded Ben.

"Did you join the football team there?" asked Vincent as Ben rubbed the back of his head nervously. Before he left for Youkai Academy, he promised Vincent that he'd join the team there in case the schools play against each other.

"No, the team's full so I joined the Newspaper Club instead." sighed Ben, not including some details on purpose.

"The team got jealous of you hanging out with a girl and didn't want you in out of jealousy, and the Newspaper Club was a last resort. Is that right?" deadpanned Vincent with folded arms as Ben slowly nodded, forgetting that his 'bro' could read him like a book.

"Yeah. And you wouldn't believe what happens around campus, so joining the Newspaper Club was something I didn't regret." shrugged Ben before a ringing noise was heard from Vincent's pocket.

"Hold on. (takes out his phone) It's Dad. He texted me that he finished work and is heading home. Gotta run! (turns and runs away) It was nice meeting you again! Have _fun_ with your girlfriend!" yelled Vincent while running as Ben and Ruby blush.

"VINCENT! SHE'S NOT MY GIRLFRIEND!" cried Ben as Vincent disappeared from view.

"Is he always like that?" asked Ruby, keeping the blush.

"Only when I'm around pretty girls." shrugged Ben before realizing what he said and caused his blush to increase alongside Ruby's.

**(Rust Bucket)**

Ben stopped the Galacticycle next to the RV as Ruby holds onto him, continuing their blushes, which are hidden by the helmets.

"This is where your Grandpa lives?" asked Ruby before she took off the helmet while she and Ben get off the Galacticycle.

"Yeah, and it's the same vehicle that he drove when I got the Omnitrix. (gently knocks door) Grandpa Max! Open up, it's me! I have a friend I'd like you to meet." called out Ben as Ruby blushed, both unaware of a figure watching them from the shadows. Ben raised an eyebrow before he took off his helmet and inspected the inside of the RV, seeing the lights are off. Looking around to make sure they're alone, Ben picked up a rock, only for Ruby to grab his wrist.

"Are you _seriously _thinking what I think you're thinking?" scolded Ruby as Ben raised an eyebrow at her in confusion before looking between the rock and RV. Realization struck him as he slowly took Ruby's hand off his wrist.

"I'm not planning to do _that. _(rotates the rock to reveal a key imprinted onto it) Grandpa always had a spare key under a fake rock in case he somehow lost his own." informed Ben as he took the key off the fake rock, not noticing Ruby's blush at him holding her hand momentarily. Ben unlocked the door and stepped into the RV alongside Ruby.

"Hello? Grandpa?" called out Ben as Ruby looked at the floor, seeing random stuff on the floor.

"What happened in here?" asked Ruby as Ben shrugged before his foot hit something. Ben looked down and his eyes widened to see many envelopes in a pile near the door. Ben went to one knee and picked up an envelope, feeling a letter inside it.

"These are the letters I sent Grandpa from the Academy. (inspects the pile) And since none of them are open, it might be because he either forgot to check the mail, or... " trailed off Ben as his eyes glowed blue before he clutched his head, unnoticed by Ruby, who is knocking on the bathroom door.

"Anyone in there?" called out Ruby before a red eye was seen in the shadows beside her.

"RUBY LOOK OUT!" yelled Ben as his arm turns into a brownish-green plant arm with a green bulb on the shoulder before he swung and extended it around Ruby's waist, pulling her away before the figure in the shadow stepped forward, revealing itself. The figure has a light brown humanoid body with black hands and feet. It's head is purple with a singular eye containing a red pupil, a small black slit iris and green sclera. It also has a visible brain and a black line which runs down the center, around its eye and mouth. Splitting its chest open, a mass of tentacles began to wriggle around, preparing to strike.

"What is that?!" asked Ruby to Ben before the tentacles lunged at them. Ben jumped back as the tentacles missed.

"Fight now, talk later!" suggested Ben as the tentacles reformed the creature's head before it lunged it's claws at them.

_'I can't transform in here. There's not enough space for a full brawl. And Ruby's not very reflexive, so I'll have to finish this quick!' _thought Ben before he dropped Ruby onto the couch and turned his arms into Icepick's before blocking the claws, freezing the creature in ice upon contact. Ruby got off the couch and slowly tapped the creature with her wand.

"Don't worry. It's just 'chilling out'. (chuckles) Mizore would _love _to hear that. (Ruby's teeth grits) Hey Ruby, do you know any teleportation spells?" asked Ben as he turns to Ruby, no longer gritting her teeth.

"Sure." nodded Ruby before she pointed her wand at the creature and muttered quietly before it vanished in a magenta flash.

"Whatever that was, it was searching for something, but what?" pondered Ben with a (now normal) hand on his chin.

"I'll see if anything else is destroyed or broken." assured Ruby as she walked away from Ben before he went to the driver's seat and flipped a few switches. The sound of ejection was heard as both turn to see the clock (now revealed to be a capsule) come out of the wall to reveal a silver disk-like device.

"What's that?" asked Ruby curiously while Ben grabbed it.

"It's a holo-viewer. It projects messages in the form of holograms." answered Ben before activating the holo-viewer, showing a small projection of his grandfather.

_"Hello, Ben." _started the message.

"Grandpa! What's go-" paused Ben.

_"I left this recording in a place I knew only you would find. I'm in a bit of a situation, but it's nothing I can't handle. Certainly nothing for you or the Toons to worry about. There's renewed alien activity on Earth, I'm investigating it."_ informed the message. The projection turned off, probably the end of the message.

"Didn't we already defeat Lothor and his Generals?" asked Ruby curiously.

"We did." answered Ben skeptically before the message came back to life.

_"Oh, and don't worry about the Omnitrix, either. I have it, and it's completely safe. They'll never get their hands on it. Say hello to your cousin Gwen for me. Love you, Max out._" added the message before shimmering out.

"Who's Gwen?" asked Ruby as Ben smiles.

"Someone I'd like you to meet."

**(Bellwood Memorial Highschool)**

Gwen is currently in the middle of her last tae-kwon-do class for the semester. She stood facing her opponent, both of them bowing. Gwen wore a white Gi and had a black belt. The two stood ready to spar. Gwen brought her fingers together so her hands were in a knife hand strike position. She held her arms to the left and was pointing at the floor. Her opponent balled his hands into fists. His right arm was extended and was pointing towards Gwen while his left arm was kept close to his torso. Gwen brought her fists up and had them in a way that was similar to the motion for 'bring it on'.

"Hajime! (holds up hand) Fight!" ordered the instructor as he lowered his hand.

"Hey-yah!" charged Gwen's opponent as he threw a punch at Gwen, which the human/anodite hybrid blocked with little effort. Gwen grabbed onto her opponent's Gi with both of her hands, and using a level of strength she obtained from training under Gravattack's gravity fields a few times, she tossed her opponent over her head.

"Ha!" shouted Gwen as she slammed him on the ground. Gwen did a backflip and landed atop her opponent's chest, her legs on either side of his body.

"Point. Victory." pointed the instructor. As the students who watched the rather short spar clapped, Gwen helped the one who she defeated back up before they bowed. As the other students stopped clapping and left the gym, there was still one person left, Ben.

"How's my favorite cousin?" smirked Ben.

"Ben! (went in for a hug after a lighthearted accusing glare) It's been months since I've seen you. I'm still undefeated, but compliments- it means you want something." accused Gwen.

"Hey, maybe I just wanted to congratulate you. (Gwen looks unimpressed causing him to shrug) Meh, worth a try. Actually, I got a problem. I need advice." sighed Ben.

"Alright, just let me change. Stay here, I'll be back." confirmed Gwen before she left the gym as Ben looked behind him.

"Wait a sec. Where'd Ruby go?" questioned Ben before the mentioned witch came into the gym as soon as everyone else left.

"I'm here, Ben. Sorry about leaving you. Had to stay out of the other humans' sight, because I don't think this (motions to her dress) is appropriate attire for a gym." sighed Ruby.

"Well, you look beautiful in it, so that's a start." complimented Ben as Ruby blushed before looking at the direction Gwen left with curiosity.

"Was that Gwen who just left?" asked Ruby as Ben nods.

"She's my cousin who traveled with me and my Grandpa when I first obtained the Omnitrix." answered Ben.

"Really?" smiled Ruby as Ben realized something.

"Oh right! I haven't told you the story. It all started 5 years ago..."

**(Nighttime)**

It was nighttime by the time Gwen came back in her normal clothing.

"When I came back from giving Cash and JT a wedgie, I packed up everything before we left on the road." finished Ben, remembering the start of his heroic adventures and bully torturing.

"As humans say, 'what goes around comes around'." giggled Ruby before Gwen fake-coughed, gaining their attention.

"I hate to sound rude, but who are you?" asked Gwen bluntly as Ben rolled his eyes.

"Gwen, this is Ruby Toujo, one of the friends I made during my time at Japan." introduced Ben as Gwen's eyes widened.

"Seriously? Does she know about... " trailed off Gwen as her eyes gazed at the Omnitrix.

"Yeah Gwen, she knows. I'll explain why later." answered Ben as Gwen nods.

"Anyway, you need help?" asked Gwen curiously while Ben shook his head.

"I need advice." corrected Ben before he took out the holo-viewer and replayed the message while they sat in the bleachers.

"..."

"..."

"..."

"..."

"..."

"Why did he say he has the Omnitrix if you do?" asked Gwen after the message finished.

"It's probably to throw off someone else in case I didn't get to the message." shrugged Ben before putting the holo-viewer away.

"If you already knew that, then why did you come to me for advice?" asked Gwen while Ben sighed.

"I just... felt like assembling a team, just like the good old days with you, me and Grandpa. I want your opinion on this, seeing as it sounds childish." admitted Ben before Gwen put a hand on his shoulder.

"Ben, it's never childish if you want some help." complimented Gwen.

"She's right, Ben. It's always nice to have someone by your side." smiled Ruby as Ben blushed at the sight, causing Gwen to stare at Ruby.

"Now Ben, can you tell me why she knows about the Omnitrix?" requested Gwen right before the door opened to reveal a man in a coat and hat and another person in a black hood and blue jeans.

"The Omnitrix ain't yours. Give it up." demanded the man.

"You'll have to take it from me first!" snarled Ben while his head turned into a cyan iguana-like head before he exhaled a cold mist towards the 2, who rolled from it. Suddenly, a red flash came from under the other person's hood.

"I... have arrived!" announced the other person in a male teen's voice somewhat familiar to Ben and Ruby as the former de-formed Articguana's head.

"Is it just me, or does that voice sound familiar?" questioned Ben as the teen cracked his knuckles and lunged at Ben, only for his fist to hit a log used as a substitute. The teen looked to see Ben, Gwen and Ruby at the doors attempting to open them.

"You're not going anywhere." chuckled the teen as he flexed his knuckles.

"In case you haven't noticed, it's three on two. What can you two do?" taunted Ben.

"We can do this." said the man before he took off his I.D Mask, revealing himself to be a fish-like alien in white armor, with a glass helmet showing his brownish pink skin and yellow eyes with black pupils.

"Meh, I've seen uglier." shrugged Ben before activating the Omnitrix.

"And that's not the best part. (takes out a belt that has red, blue, yellow, and purple buttons next to a circle that has a V with a tip pointing to his right and puts it on his waist before taking out a black rectangular device) Sands of Time, Grant Me Power!" cried the teen before he threw the device in the air as it span clockwise before it fell in front of the circle as he pressed the red button.

**=SWORD MODE=**

White pixels rotated in front of the teen in a clockwise pattern before surrounding him, giving him a new look. It was a black jumpsuit that covered his entire body. His arms and legs up to the elbows and knees were silver with the fingers black. The silver on his knees extended upwards a bit. The sides of his belt sported four pieces that resembled parts to a train. The shoulders and torso all had train track designs with silver plating on the sides of the 'tracks.' His helmet was a solid white with a train track going down the back and up and over to his chin. His mouth was covered in a silver face guard resembling the grill on the front of trains. The eyes were a solid black. The sides of his head had gold bars. The sound of a train's whistle echoed as a red 'peach' slid down and over the mask. The tip rose up before splitting down the middle, becoming a new mask while revealing the 'tracks' on his mask had turned gold. Six pieces of armor, four red and silver and two gold and black, spun around him. The red and silver parts attached to the shoulders and the sides of the 'tracks' on his torso as the black and gold slid onto the sides of the 'tracks' on his back. The armor flashed red as a small pulse of energy came off him.

"Whoa... " awed Ruby and Gwen at the sight.

"I'm Kamen Rider Chronos. (resembles pieces into a sword) Ready or not... here I come!" declared Chronos while charging at the trio.

"You're not the only one with a sword." scowled Ben as his arm turned into Diamondhead's and formed into a sword before he blocked Chronos' swing and narrowly dodged the fish's blaster. Gwen hopped upward as pink mana platforms form under her feet. The fish alien focused his attention on her and blasted her a few times before Gwen shielded herself with pink mana. The fish alien paused blasting as a glowing pink tendril formed on Gwen's hand and extended towards the fish alien before it lifted him up and holds his arms together. Chronos rolled away from Ben's diamond shards before a plant tendril tied his arms together, forcing him to drop his sword as he is lifted alongside the fish alien.

"What the... " trailed off Gwen while noticing Ruby's wand as Ben pats her shoulder.

"_That's _why. (looks between Ruby and Gwen before turning to the tied duo) Now you 2 are going to give me answers, otherwise (other arm turns into Gravattack's) you'll both be nothing but a shish kabob." threatened Ben darkly as the remaining shards levitated in mid-air.

"You don't have the guts to do that to me. I'm Magister Labrid, a dully deputized agent of the Plumbers, an intergalactic law enforcement organization." dared Labrid.

"And I'm a P.I.T." added Chronos smugly.

"I know what they are, my Grandpa Max used to be a Plumber." glared Ben.

"Max... Tennyson? He was helping me on a case when he went missing." confirmed Labrid.

_"Tennyson, as in..."_ trailed off a _very _similar voice in Chronos' mind.

"We're looking for him." said Gwen as Ruby nods.

"Wait! He's your grandfather? You're the legendary... _Ben _Tennyson?" questioned Labrid.

"Guess so." shrugged Ben.

"Oi! Vincent, didn't you tell me that Ben Tennyson is one of your football teammates and best friend?" questioned Chronos to the voice in his mind... out _loud._

"VINCENT?!" gawked Ben alongside Gwen and Ruby.

_"Mack you idiot! Have you realized what you done?!"_ shouted Vincent in Chronos' mind.

"Uh-oh! Boss is angry now! See ya!" cried Chronos before removing the belt as the armor shimmered down to reveal the teen with his hood down, revealing Vincent with his eyes normal.

"Hey guys." chuckled Vincent somewhat nervously.

"We will discuss this later." glared Gwen as Vincent gulped.

"I thought you were just some kid who snatched the Omnitrix from the Rust Bucket. Guess we owe you 3 an apology. If you can get us out of these things, then maybe we can find your grandfather together." suggested Labrid. Ruby and Gwen glanced at Ben, who nodded before they put down the tied duo and released them.

"And sorry for trying to cut your head off. I... wasn't myself for a while." apologized Vincent.

"Apology accepted, but (raises Omnitrix) I guess we _both _owe each other an explanation." noted Ben as Vincent nodded.

**(Train Yard)**

A while later, the 5 of them were at the rail yard, stationed behind a bunch of crates as they awaited the dealers and the buyers.

"So...what exactly are we doing?" asked Gwen.

"Stakeout. According to a tip from your grandfather, the Forever Knights, a group of criminals who-" replied Labrid.

"Trade in alien technology while dressing up like Renaissance Fair rejects. We've dealt with them before." interrupted Ben.

"According to the tip we got, they're supposed to arrive here tonight to receive a shipment of illegal alien tech." informed Vincent.

"Where do they get it from?" asked Ruby curiously.

"Don't know. Max was going to tell me, but he disappeared. (hears motor running) Someone's coming." noticed Labrid as he silenced them. A pair of headlights approached from two directions, and the two trucks met in the middle. Many people piled out of the trucks as a green muscle car with a black stripe in the middle stopped by. The car opened, and the driver stepped out for all to see a tall and muscular teen with black hair styled in a choppy mullet. He wore a black t-shirt over a grey long sleeve shirt, along with blue pants and black combat shoes.

"That's Kevin!" exclaimed Gwen.

"You know that guy?" asked Vincent curiously.

"Kevin Levin. He has the ability to absorb energy and matter. I fought him a few times when we (motions to Gwen and himself) were kids." started Ben.

"He ended up trapped in the Null Void; an extra-dimensional jail." finished Gwen. A red-robed man stepped forward from the left truck, and presented Kevin with a case full of cash.

"Money's here." smirked Kevin to the other truck. The men then began to unload their shipment, presenting it to Kevin.

"He's brokering the deal." commented Labrid.

"No, really?" questioned Vincent sarcastically.

"As promised, (takes out one of the weapons) four dozen factory-new Laser Lances. Ether point energy module, antennae focus emitter. It's good for thirty-five minutes of continuous fire at 0.6 terawatts. Is that good?(aims the weapon at a train car, the resulting shot slowly heating up the target before it exploded) You tell me." smirked Kevin.

_"Oooohh~ can we take one?"_ asked a child-like voice in Vincent's mind.

_"NO WAY ROBBY! The last thing we need is you holding a weapon of mass destruction!"_ argued Vincent as the voice, Robby, pouted.

_"You're no fun."_ whined Robby before being silent.

"Those lances are level _5_ technology! Planet Earth is only level _2_!" snapped Labrid.

"Hey, I get you're angry, but don't go charging out there like a- and he's charging out there like an idiot." muttered Ben at the sight of Labrid sliding down the hill in anger while Gwen and Ruby followed.

"Is he always like this?" asked Ben to Vincent while pointing at Labrid.

"Yeah. He always acts more like an angry bull than a stoic fish. I'm honestly surprised that his suit didn't get teared up du... Aw crud." face-palmed Vincent at his choice of words.

_"Teared? I'LL MAKE MY OPPONENTS CRY ONCE MORE!"_ cried a voice in Vincent's head as he flinched before his hair gained a yellow streak, gained a ponytail, and his eyes turned yellow.

"Vincent? Are you okay?" asked Ben concerned after noticing the change.

"Oh, I'm fine. I just have a better way to make them cry." smirked Vincent before grabbing Ben's jacket collar and effortlessly dragging him elsewhere.

"Am I really this weightless?" questioned Ben to himself, not knowing of Vincent's currently enhanced strength. Walking into view with Gwen and Ruby not far behind, Labrid aimed his gun and brought out his Plumbers badge.

"Hands above your heads, air breathers! By the authority of the Plumbers, you're all busted!" declared Labrid while everyone just stared at them. Kevin's associates all threw off their masks, revealing the same aliens from before.

"There's the same as the one that attacked us." scowled Ruby.

"Attacked you?" questioned Gwen.

"I'll explain later." waved off Ruby while reaching for her wand. The aliens were getting closer. Labrid decided to do the only thing he could with these odds; he fired his laser at the ground, creating a line of fire. The aliens drew back, but that wouldn't stand for long.

"I don't see the Knights anywhere." noticed Labrid.

"That's because they're right behind us." answered Gwen. The Forever Knights were taking off their cloaks and were revealing their armor.

"Wait a minute. (looks around) Where's Ben and Vincent?" questioned Labrid before it started raining... tissues?

"How can tissues fall from the sky?" questioned a random Knight.

"Keith is at it again." sighed Labrid.

"Keith?" blinked the girls befor-

"WWWWWAAAAAAHHHHH!"

A random Forever Knight got thrown out from the group onto the ground in front before he skidded through the fire. The Forever Knights and aliens turned their attention to the direction before another got thrown to see Vincent palm-striking the Knight in front of him and Ben with Four Arm's arms punching an alien in the face.

"You can't start the party without us." smirked Ben while reverting his arms and Vincent palm-struck the Knight away.

"You ready to do this, Ben?" smirked Vincent while taking out the Chronos Belt and putting it on his waist.

"Yeah." nodded Ben before activating the Omnitrix and turning into a classic.

"FOUR ARMS!/SANDS OF TIME, GRANT ME POWER!"

**=AXE MODE=**

Vincent entered Chronos Plat Mode before the pieces of armor appeared around him. The red armor went on his back while the yellow armor got onto his front and shoulders. Just then an axe with yellow sides slid down the silver line on the helmet. Soon the yellow pieces opened up and went down to the eyes, becoming the new visor.

Ben turned into a humanoid alien that is approximately twelve feet tall, has well developed muscles, two pairs of four-fingered arms, and red skin. A black stripe goes from his chin to his lower lip, and he has four eyes: a main pair, and a smaller pair below them. He wears gold wrist and ankle bands, and wears black pants that has a gold waistband, as well as two golden sashes that go across his chest. He also has finger-less gloves and tattoo like stripes on his body. His eyes are green, he has a black ponytail, and he wears the Omnitrix symbol on his chest.

"My strength will make you cry. (catches a few tissues before dropping them) Dry your tears with these." called out Chronos before charging into battle.

"I... don't have a catchphrase." muttered Four Arms before charging alongside Chronos.

"OH CRUD, IT'S BEN 10!" cried a Forever Knight as Four Arms punched a Knight's lights out.

"AND SOME ARMORED GUY!" added a Forever Knight as Chronos slashed down another Knight with the reassembled Chrono Axe. Hearing the comment, Chronos ran towards the Knight that spoke and slashed at him.

"The. Name. Is. Chronos!" yelled Vincent's voice overtaking Keith as he slashed for every word, cutting through the armor and leaving behind scratches under it. Gwen formed mana spheres around her hands before she slammed the together and shot them as bolts at three Knights, tossing them back. Labrid fired at the feet of the DNAliens in an attempt to frighten them, but it was making them mad instead. The Forever Knights took aim at the trio and fired at them. Gwen formed a rectangular mana shield that blocked the energy blasts, but the lasers were starting to crack the shield. A few blasts later, the shield was destroyed and Gwen had to form another, creating a cycle. An alien ran at Ruby. As it raised up its fist to strike her, she quickly muttered a spell before the alien got restrained by vines. One of the aliens grunted as it straighten out its back, the tentacles on its mouth opened up, and it spat a glob of goo at Labrid's right hand, covering his gun with a glob of brownish yellow green goo. As Labrid tried to get the goo off, several aliens continued spitting at him until he was encased in the stuff, with only his helmet free from the goo.

"Get away from my Sensei!" yelled Chronos as he ran at the aliens. He punched one of them to the side as it jumped at him. Another one came from Chronos' left before he hacked it down. An alien spat at Chronos, but he cut through the goo and palm-struck the alien's face, knocking it down. The remaining aliens saw that their buddies were being beaten and ran for the truck that they arrived in. They tried to drive away, but they made the mistake of driving in Four Arms' direction. The Tetramand caught the truck and lifted it before throwing it away, denting it and knocking it over.

"That wasn't even a challenge." scoffed Four Arms. A laser bolt hit him, but it merely stung him rather than hurt him. Four Arms walked toward them while the Forever Knights continue shooting him. Two aliens ran towards Four Arms from behind with their claws reared, intending a sneak attack. However, Chronos came and hacked their faces, leaving scratches and perhaps temporarily blindness.

"Thanks, Vincent." smirked Four Arms.

"Anytime, Tennyson-Sempai. (looks at Forever Knights) You guys are in so much trouble." clenched Chronos as he slashed the Knights that got close while enduring the shots, Axe Mode increasing his defensive power. Just as Four Arms threw 2 Knights at a train car, Kevin walks toward him.

"Hey, Tennyson!" frowned Kevin.

"What do you want?" frowned Four Arms.

"Let's see, you trapped me in the Null Void all these years..." started Kevin.

"You did that to yourself!" snapped Four Arms, but Kevin ignored him.

"...And you ruined my deal today. I'm thinking I want revenge. The good news is, since I can absorb anything, (absorbs metal from train track, coating himself) I've got more than enough power to take it." smirked Kevin

"Never seen that before." commented Chronos. Kevin started off with a double punch to Chronos' gut. However, he didn't even leave a dent, considering the differences in metal. Taking advantage of Kevin's shock, Four Arms smashed his upper fists onto Kevin's skull, disorienting him for the moment. The Forever Knights had finished loading up the laser lances and had paid the DNAliens. They closed up the rear of the truck. Both parties used the fight between Chronos, Four Arms and Kevin as their opportunity to escape. Recovering from his disorientation, Kevin flung a boxcar at Four Arms, who seemingly didn't have enough time to react until the boxcar crushed him.

"BEN-SEMPAAAAAAAIIIIIIIIIIIIIII!" yelled Chronos in despair.

"And that's what happens when you mess with me." snorted Kevin as he approached the boxcar.

"YOU BASTARD!" yelled Chronos. Swearing was mostly Mack's thing, but a pissed off Chronos couldn't care about that. Before Chronos could chop Kevin to pieces, Four Arms rose up from the ground behind Kevin through a puff of smoke, surprising him and Chronos.

"Hey! What?" gasped Kevin in disbelief.

"Nani?!" gasped Chronos in relief.

"Surprise!" smirked Four Arms before uppercutting Kevin, throwing him a few feet away. The Osmosian was unsteady, but he recovered and grabbed the boxcar that he was leaning up against, lifting it up with some difficulty.

"Ben-sempai, remember that move you and Vincent used to save your last game?" questioned Chronos while taking out the Pass. Getting the idea, Four Arms smirked and entered a stance.

"Go for it." smirked Four Arms as Chronos nods before swiping the Pass over the belt.

**=TIME'S UP=**

"What?" questioned Four Arms before Chronos threw the Gasher into the air. Snapping out of it, Four Arms put down his palms facing upward before Chronos got a foot onto them. Four Arms threw the Rider high into the air before he caught the Gasher just as the axe starting glowing yellow. Chronos roared like a bear as he brought the axe down, slicing through the boxcar and slashing Kevin's front, exploding the boxcar and throwing Kevin away onto the ground. Kevin groaned before he shed his metal armor and passed out.

"Dynamic Chop." announced Chronos before removing the Belt and reverting, making Four Arms raise an eyebrow.

"You say the name of your attacks _after _you do them?" asked Four Arms as Vincent shrugged.

"That's Keith's thing, but outside of Axe Mode, I do it _before." _answered Vincent.

**(Few Minutes Later)**

The 5 of them were there in front of Kevin when he started to moan, it looked like he was waking up. Four Arms then reverted to human form, startling Ruby, Vincent and Labrid with the glow, and causing Kevin's temporarily sensitive eyes to sting. Taking a good glance at those standing above him, Kevin noticed his childhood enemy, a no-good plumber, a Latino hooded boy, a goth-looking girl, and a sexy red-head in a skirt. Too bad she was wearing tights. Wait, wasn't she Tennyson's cousin? She could have totally been his type if she weren't his enemy. Pushing those thoughts aside, it wasn't long before Kevin realized that his wrists were bound. Growling like a trapped animal, Kevin used all of his strength to try and break away.

"Energy cuffs, I'd like to see you escape from that. Ain't nothing there for you to absorb." said Labrid.

"You still got some of that stuff in your hair." pointed out Ruby, who was focused on her crush's cousin. Gwen thought she removed it all, or at least most, and couldn't find where Ruby was referring to.

"Others side." corrected Kevin, he had nothing to lose from helping her with that.

"Eww." cringed Gwen as she ran her hand over a large portion of her hair still covered in alien residue.

"You're going to tell me what in the world this level 5 technology is doing here on earth. (holds up Laser Lance while showing glowing red cell) These weapons run on ether point energy cells, a dangerous technology _way_ too advanced for humans. This in the hands of humans could be catastrophic. These shouldn't even _be_ on this planet." apprehended Labrid.

"So? How is that my problem?" scoffed Kevin.

"The Forever Knights took a crate full of them while we were kicking your butt, whatever they do with them is on your head." glared Vincent.

"You set up the deal, you're going to tell me where they are." Labrid said, getting in Kevin's face. He looked away, annoyed that this Plumber was ordering him around. A petite hand on his shoulder got his attention again.

"Kevin, people could be hurt. We need to prevent that through any means necessary." informed Gwen softly.

_'Perhaps sexy wasn't the right word to describe the girl.'_ thought Kevin. She was hot, but she was also kind of cute and sweet.

"Do you realize how much trouble you're in, son?" asked Labrid.

"I'll be happy to help, those guys took off before paying me, there's nothing keeping me from tracking them down." smirked Kevin. The truth is, Kevin wasn't completely worried about the money. Sure, he lost some major cash in this deal, but he wanted to impress Gwen a bit, he didn't know why. Not only that, it seemed he had a soft spot for the Plumber. _That _he knew exactly why, and he almost hated himself for looking up to him just because of his title.

"But there's one problem though." pointed out Kevin.

"We're not going to remove the energy cuffs so you could drive your vehicle." denied Labrid.

"Well, _that _too. But what I meant is that there's 6 people, including me, and my car's a 5-seater, so unless one of us has an extra vehicle, we can't go without leaving one behind. Using your powers to follow me might weaken you somewhat." noted Kevin as Ben smirked before taking out a key-chain from his pocket.

"No problem." chuckled Ben before pressing the button on the key-chain as the Galacticycle rode up to him. The first-timers gawked at the design.

"Hold on. (glances at Ben) Do you have a license to- (Ben quickly takes out his wallet to show his motorcycle license) I see. Well then, with our conditions now done, we shall now set out." confirmed Labrid.

**(The Road)**

Kevin's car and the Galacticycle were driving down an open road. Ben is driving the Galacticycle with Ruby on his back, both wearing helmets and Ruby's cleavage pressing against Ben's back, making him blush under his helmet. Kevin is driving his car with Gwen on shotgun and Labrid and Vincent are sitting on the back.

"I still think I should drive." suggested Labrid.

"Nobody drives the car but me." replied Kevin possessively.

"You were telling us about the aliens." reminded Gwen, wanting an explanation as to what it was that they fought.

"I don't know anything about the ones we fought today. Never met that kind before." shrugged Labrid.

_'They're definitely not Chronajin, that's for sure.' _thought Vincent.

"There's been a lot of alien activity on Earth lately. Don't know why. However, your grandfather thought maybe the weapons deal would lead us to whatever's causing all the interest. Now he's missing." sighed Labrid.

"Knowing Grandpa Max, he's probably at a restaurant enjoying a roasted cockroach salad. (Ben's eyes turned feral) It's a wonder that all that weird food didn't kill him." joked Gwen as Ben bared his transformed fangs, angered at her attitude.

_"He's not dead! Stop making jokes about him!"_ snarled Ben. The tires screeched as Kevin slammed on the brakes, went on reverse, let Ben take the lead, rode to the other side, and opened his window.

"Don't talk to her like that." pointed Kevin.

"_I'll talk to her anyway I-_ (realizes that he was the bad guy in this scenario and reverts his facial features) You're right. I'm sorry, Gwen." apologized Ben.

"I know you're worried about Grandpa." assured Gwen.

"Yeah, if anyone insulted _my _Pops, even though unintentionally, I would probably snap too." nodded Vincent.

"I just wish he were here. (looks at the road) Despite all my power, sometimes I doubt myself...and he'd be there to tell me what to do." sighed Ben.

"Well, he ain't. You're the one with the Omnitrix. You're going to have to figure out how to get things done on your own." informed Labrid harshly.

"So Vincent, do you mind telling us about that armor and personality changes?" questioned Gwen while glaring at Vincent through the mirror, causing the Latino to gulp.

"Let me take care of this, Vincent. (Vincent nods) You see, like Max Tennyson, Vincent's grandfather was also a Plumber. The Chronos Belt was created by him and a few members of another species called the Chronajin. Not much is known about their origins other than the fact that they started appearing during the 1950s. (Kevin's eyes widened slightly) They're a race that are capable of granting a wish through a contract." explained Labrid as Kevin had a somewhat greedy gleam in his eyes, Ruby had a far-off look with a blush and Gwen smiled while looking at her hands.

"There's a catch, isn't there?" asked Ben, catching the mentioned off guard.

"That's right. (nods) As soon as the wish is granted, the Chronajin accesses the Contract Holder's memories and travels through time to one of those memories, altering history from there, mainly through destruction and chaos. (Gwen, Kevin and Ruby paled while Ben clenched his fists) Luckily, not all of them want to alter time. Some just want to live a normal life, travel history, or rebel against their kind. That's when the Chronos Belt was created." started Vincent.

"What was the point? Couldn't you Plumbers' defeat them with your tech?" asked Ruby, confused by the need.

"Our weapons couldn't even scratch them. (the girls gasp) The Chronos Belt is made specifically to counter this threat. A group of Chronajin helped Vincent's grandfather create that. Chronos' arsenal is all thanks to them; they even made a train capable of traveling to specific times in case they were too late to stop the contract from finishing. (teens sigh in relief) As a safety precaution, the Chronos Belt only allows the user to access Plat Mode, since it's basically the weakest Mode of them all. In order to access other Modes, the user has to be _willingly _possessed by a Chronajin, so no evil Chronajin could try to take the Belt for itself. As for the wearer, the Belt's locked onto Vincent's DNA and time, so attempts at cloning him would be futile." explained Labrid.

"Whoa." breathed Gwen as Kevin sighs in relief before seeing something.

"This is it." confirmed Kevin as a giant castle came into view.

"Subtle - nobody would think to look for Knights in here." remarked Vincent with high levels of sarcasm.

"You didn't." spat Kevin semi-aggressively.

"How do we get in?" asked Labrid.

"Leave _that _to me." smirked Ben.

**(Inside the Castle)**

"I can't believe you, sometimes." face-palmed Gwen.

"It worked, didn't it?" asked Ben.

"Magnetism _is__n't_ exactly subtle, kid. Especially when used to _drop a drawbridge." _deadpanned Labrid.

"...Yeah, I probably could've done better." shrugged Ben. The six of them are walking through the darkened halls of the castle, with only Gwen's mana and Ben's Heatblast eyes providing their source of light. Soon, they reached a large room filled with armor, weapons, and a dragon statue.

"There's no one here. You sure this is the right place, Kevin?" asked Gwen.

"There's a hidden door. Keep looking." ordered Kevin as he saw several pieces of jewelry that caught his eye. He went over to them and pocketed a few of them.

"Maybe you should have brought a shopping cart." mocked Vincent as he moved over to Kevin. Kevin disregarded what Vincent said and moved on. Ruby took an ancient book and opened it, awing at the ancient history written in it.

"Didn't take you to be a bookworm." joked Ben as Ruby blushed in embarrassment before closing the book and returning it.

_"Hey Vincent."_ started a different voice in Vincent's head.

_"What is it, Ulalane?"_ asked Vincent.

_"You should be careful. There's a chance that the place is booby-trapped."_ warned Ulalane.

_"HAHA! ~HE SAID BOOTY~!"_ laughed Robby.

_"Knock it off, Robby. Don't worry Ulalane. I'll keep my guard up."_ assured Vincent.

_"That's all I needed to hear."_ nodded Ulalane as the others went silent. So into his mental conversation, Vincent unintentionally backed up into a suit of armor. He bumped into it and got out of his stupor as it knocks it over.

"Oh crud!" remarked Vincent as the suit came falling down, the blade of the sword that the armor held heading right for him. He got out of the way, but the falling armor made a ton of noise.

"Come on, man! What are you doing?" asked Kevin frustrated.

"Sorry. (has back turned to a purplish-gray dragon that rose its head up) Guess I'm just a little- (notices the terrified expressions on his friends' faces before he turned around and sees the dragon) paranoid!" shouted Vincent as the dragon roared.

"Ruby?" asked Ben worried.

"Yes, Ben?" responded Ruby politely.

"Welcome to Bellwood."

* * *

**Omarnosian10: Are we in the clear?**

***Camera zooms out to show them hiding in a lab with Decade posters***

**Blitzwolfer: *sniffs* Yeah, for now at least.**

**Kevin: Phew, good. Wait, why didn't you just erase their memories of our comment?! Aren't you supposed to be a demi-god or something here?!**

**Omarnosian10: I've been an author for barely 2 years. I don't know how to use my 'god' powers here. Besides, i****t's not like they're gonna-*slaps hand over mouth***

**Blitzwolfer: Good call. You have no idea how many times that happened to me when I was a kid.**

**Omarnosian10: Speaking of you as a kid, have you seen the preview of your reboot?**

**Blitzwolfer: Yeah. Besides the scrawniness, it's not half-bad, but yellow?**

**Kevin: It makes sense; none of your counterparts have that color.**

**Omarnosian10: Ditto.**

**Blitzwolfer: Wait a minute. *looks around* Isn't this DLBot2016's room?**

**Omarnosian10: Yeah. It's the best place to hide from an Anodite considering all the tech around here.**

**Kevin: Where is he, anyway?**

**Omarnosian10: He's studying for his driver's permit, last I heard.**

**Blitzwolfer: Kind of like how Gwen will if Ultimate Alien comes around in this universe.**

***Gwen and Ruby break through the wall***

**Gwen: Speak of the devil, and she shall appear.**

**Omarnosian10: But th- what th- How'd you find this place?**

**Ruby: We'd had a little help. *brings a vine down that has DLBot2016 in it***

**Omarnosian10: Botty, no!**

**Blitzwolfer: Run again?**

**Omarnosian10: Not until I say this; THIS STORY'S GONNA BE ON HIATUS!**

***everyone gasps***

**Omarnosian10: SMOKEBOMB! *throws smoke-bomb down, covering their exit***


End file.
